Everything Changes
by gravewriter71
Summary: What if Penny discovered she wasn't at all related to her Uncle Gadget? What if the Inspector wasn't as clueless as he seemed? Shippyfic sparked by a pic seen on the Rule34 site featuring a grownup Penny and Gadget. Based on the original cartoon; no Gadgetinis or movie stuff. Very, VERY rated M.
1. Chapter 1

**Everything Changes**

Penny strolled up the sidewalk, the day's mail in hand, sorting it as she went. Taking care of little chores like this made her feel as though she still lived here, and she went slowly, savoring the mundanity of it. Uncle Gadget had insisted she live on-campus for at least her first year of college, to "experience all that campus life can offer." Thus far, almost three months into her first semester at Cal Tech, she was less than impressed by "campus life;" she had no interest in sports or sorority car washes or dollar movies at the run-down theatre. _Although the lecture series __**has**__ been excellent,_ she had to admit; just last month she'd actually met Stephen Hawking when he'd delivered a talk on strengthening core science curriculum. Her dorm room was decent enough, new and well-appointed, and her roommate, a poli-sci major, was out at rallies often enough that Penny usually had the room to herself. Still, Penny had enjoyed coming home on the weekends. Not only was it cheaper to do her laundry here, it gave her the opportunity to check up on her disaster-prone cybernetic uncle.

Brain tried, as he always had, to keep Uncle Gadget out of trouble during the detective's day-to-day cases, but the poor canine was aging and long-frustrated with playing watchdog. Penny paused as she neared the porch, frowning as she thought again of obtaining a suitable puppy for Brain to instruct as his replacement. Penny's specialty was computer systems, not bioengineering, but she was fairly sure the experiment which had given Brain his excellent cognitive abilities could be replicated with another pup. She sighed. _Have to do __**something**__ soon. Uncle is hard enough to keep up with for a normal, healthy person, much less anyone beginning to age and tire. _She knew she owed it to the faithful dog to give him time to relax, finally, after years of chasing after Gadget and ensuring the often-oblivious cyborg didn't prove a danger to himself. She continued looking through the pile of junk mail, electronics parts catalogs, and credit-card offers. One plain envelope's return address caught her eye. _Speaking of genetics! Cool!_

She didn't get the chance to open the letter; a resounding crash from within the house sped her feet up and through the front door. She stopped on the threshold to the kitchen, dismayed but not at all surprised to find her uncle sprawled on the floor, dazed, partly covered in batter. Upturned bowls littered the floor. A large whisk stuck out of his hat on thin metal cantilevers. Oil sizzled on a stove burner. Penny sighed, turned off the stove and plunked a pot lid over the spill, and picked up the bowls. Uncle Gadget boosted himself off the floor, blushing. "Er...I was just starting a beer-batter for the fish, for lunch..." he explained. "Go go Gadget Clean-up Towel." A damp kitchen towel extended from his hat and began wiping the batter off his shoulder.

Penny sighed again, dumping the bowls in the sink. _Five minutes. I leave him alone for __**five**__ minutes. _"It's okay, Uncle Gadget. Why don't we just have cold cuts instead?"

"Great idea, Penny! I'll grab some chips from the pantry."

He didn't meet her eyes as he hurried to the walk-in pantry. Penny shook her head. She knew his frequent kitchen accidents embarrassed him, so she didn't say another word about it, simply cleaning the stovetop, bringing lunchmeats and condiments out of the fridge, and slicing up a fresh tomato.

The mail sat on the kitchen counter, forgotten, as lunch turned into a spirited card game at the dining table. They talked and joked and Penny relaxed, happy to see the animation in her uncle's eyes. He was quick to laugh, even at himself – always had been. That was one of his more endearing qualities, which almost made up for his gadget malfunctions and the damage they could cause. As he was dealing a hand of cards, he paused and placed his gloved hand over Penny's fingers. "I'm so glad you're home," he said.

She looked him in the eye, surprised. "Uncle Gadget, I've only been gone a week!"

"I know. It's just...it was kind of a long week, and I...well...I missed you."

Penny shot a glance at Brain, who shrugged and nodded. She'd received numerous updates from the intelligent dog, and although it had sounded like a typically stressful time, it hadn't seemed to be anything the detective and his dog couldn't handle without her. Penny prompted, "But Uncle...didn't you catch the M.A.D. videogame-prototype thieves red-handed and put them in jail?" _...with Brain's help._

"Well, yes."

"And didn't the school librarian confess to holding the mayor hostage in a pit full of hallucinogenic fungi, and throw herself on the mercy of the law?"

"You know, Penny, that was the strangest thing. All along I could have _sworn_ it was that M.A.D. agent dressed like a ballpark custodian. I guess my reputation frightened the poor woman into confessing before I even suspected her!"

"And didn't Chief Quimby approve your vacation time coming up in January?"

"Oddly enough, he seemed to want me to take it sooner. I reminded him I'm _always_ on duty."

Penny smiled at him. "Sounds like a busy week, but nothing you couldn't handle, right?"

Gadget nodded, but his mouth was twisted into a gloomy frown. "Of course! It's just...that is..." He sighed, looked over at her, and gave her a half-smile. "To be honest, I miss coming home and telling you about my day, and hearing about your schoolwork. I know, we talk almost every night," he added, before she could interrupt, "but it's not the same as _seeing_ you here, with your elbows propped on the table like that, and smiling at me."

Penny realized she was in fact hunched over the table, chin resting on her hands and her elbows on the table just as she'd done as a child, when she pretended to be enraptured by her uncle's account of a case he thought he'd solved, as if she and Brain hadn't been there every step of the way helping him. The idea that her uncle did actually observe _some_ things made her smile. Gadget's own smile widened. "See? Just like that!" When Penny snickered, he picked up his cards. "Now, tell me more about that math class; that sounded interesting."

"Uncle Gadget, it's Applied Probabilities in Quantum Mechanics. A little past high school calculus." She doubted he'd understand even the beginning point of the course.

To her surprise, he seemed embarrassed again. "I know. You've grown up to be sharper than your old uncle. Tell me anyway. I like hearing you show off." Penny blushed. Gadget grinned and added, "Besides, it might distract you enough that I can get away with leading a high club next trick."

The afternoon passed comfortably. Penny exchanged knowing eye-rolls and laughter with Brain as Gadget expounded on how, exactly, he'd nabbed the latest batch of failed criminals in Metro City (he was convinced the timely application of his Gadget Cotton Candy Maker had played a pivotal role). After the card game, the three of them went for a walk in a nearby park, where Brain chased pigeons and Penny stood by her uncle as he fed the ducks in the lake, just as she used to do when she was little. She noticed how he smiled when a bevy of spoiled quackers rallied and drove off a visiting heron much larger than themselves; he'd always rooted for the underdog. _Not surprising, considering he usually seems so outmatched himself. _She knew every one of his cybernetic alterations, and if he'd ever used them to best effect, without any glitches, her uncle would have been a force to be reckoned with. _If he ever used them correctly, though, he wouldn't need me._

She was torn about this. It wasn't as though her uncle had begged her to stay; in fact, when they'd looked through the emails various universities had sent last year, Uncle Gadget had urged her to consider MIT. "But that's on the East Coast," she'd pointed out.

"Location isn't important, Penny. You're a smart girl, and you ought to have the best education possible. If the best program is only offered by the University of Alpacastan, then that's where you'll go." He'd smiled proudly at her. "Only the best for my brilliant niece!"

She hadn't bothered correcting him about Alpacastan, whose university only taught wool-weaving and pottery. _Uncle Gadget needs me. He can't do his job without me._ She'd chosen Cal Tech as it offered a satellite campus right here in Metro City, with additional courses online, and she'd felt venturing too far from home would be dangerous to her uncle's health. She watched his face as they tossed bits of stale bread to the mallards along the peaceful lakeshore. _Is he ever going to retire? He doesn't look like he's aged at all._ She didn't know his exact age; when she'd asked him about it, years ago, he'd stammered and become flustered and changed the subject. She suspected he didn't know the answer himself. _Wish I could fix whatever they did to his brain._ She'd grown up under the care of an uncle who possessed extra hands in his hat, extendable arms and springs in his ankles, and she didn't see his cybernetic body as strange; he was just Uncle Gadget, always had been, since the day she'd been placed in his care. He never spoke of the accident which had claimed her parents, nor of his own awful surgery. Penny was certain he didn't remember much at all before the series of operations which had remade him, half-man, half-machine. She knew it was all classified. She'd considered hacking into the Metro City Crime Lab servers to find out more, but hesitated every time, a little frightened of what the truth might be...and then she'd reminded herself it would reflect badly on her famous uncle if she were found out. She'd never do anything to hurt him. He and Brain were the only people she knew she could rely on.

Whatever her uncle _did_ recall must have caused him great distress, though, as the few times she'd gingerly broached questions about life Before, he'd become so sad and silent that she stopped asking. _Maybe it's better if he doesn't remember anything._ Today, however, his face bore no trace of sadness. His long nose and strong jaw were considerably lightened by the wide smile on his lips and the sparkle in metallic gray eyes. Except for the lines under those eyes, he could have been a young man; his wildly upcurling hair showed no gray strands, despite being at least middle-aged. He grinned mischievously at her, then suddenly shot forth his right hand on telescoping metal segments, startling the whole flock of ducks into flight. They dashed again when he tossed a handful of bread over the surface of the shallow lake, their greedy hunger overcoming their fear. Gadget laughed, and Penny giggled. Touched by his sense of play, she took his other arm in hers a moment.

"Did you want to throw some more?" he asked, retracting his Gadget Arm to offer the rest of the baguette to her.

"You go ahead," she replied. "You can throw farther."

"I have a better idea," he said. "Go go Gadget Copter!"

Penny stepped back as the flexible blades popped out of his hat. In a trice he was skimming over the center of the lake, scattering breadcrumbs far and wide by tossing them up into the whirling 'copter blades. "Uncle, look out!" Penny called, though she wasn't surprised when he swerved a second too late to avoid the gurgling fountain which aerated the water. The waterspout soaked his trenchcoat on his left side, unbalancing him; as he struggled to right himself, the canoers directly ahead yelled a warning. Gadget veered sharply away, and the 'copter blades dipped into the water. One of them snagged on the base of the metal fountain.

"Whoa-oh-ohhh!" he cried, spinning a second before dropping into the lake like an anvil.

"Ruh-oh!" Brain exclaimed, then doubled over laughing. Penny shook her head.

"See? This is why I didn't go out-of-state," she murmured to the dog. She called out, "Uncle Gadget, are you all right?"

His neck extended his head above the water, and he spit out a mouthful of it. "Of course, Penny! Someone should really put a warning sign on that water spout! People could get _hurt!"_ He used his spring-legs to wade back to shore, and stood there dripping, shivering a little as his extra hands helped wring out his coat. "I think the rest of the bread is soaked," he said, producing mush which had been a second small baguette from a coat pocket.

Penny snickered. "That's okay, Uncle. I think those ducks are fat enough anyway." She noticed his shivering hadn't stopped, but knew he would never admit to any weakness. "Brrr."

He perked immediately. "Are you cold, Penny? You know, it _is_ a little chilly today. I think the weather's finally turning. We should get you home...get some blankets and curl up on the couch. I could make beef stew for us."

"Sounds great," she agreed, slipping her arm in his as they walked back to the car. "Let's stop by the store on the way home, and pick up some cabernet for it."

"All right, as long as it all goes into the stew," her uncle said. "I know young people out on their own in college tend to be a little freer with liquor laws, but you're still underage, Penny."

"Yes, Uncle." She was eighteen...nearly nineteen...and had tried brews much more potent than a cab sauv already, but she didn't want to upset him. Though she admired his loyalty to the laws he'd sworn to uphold, it did make him a bit of an annoying stickler sometimes. She sighed. _He still thinks of me as a child...well, not like that's new. _Even at eleven, she'd been smarter than him, and in some ways more mature, dealing with each plot that Dr Claw foisted on the world with calm determination while trying to keep her uncle out of harm's way.

For all his faults and misconceptions, though, Uncle Gadget adored her. He'd proved it, over and over, throughout her life. With small daily actions, such as kissing her good-night on the forehead every night without fail, or making her pancakes with homemade fruit compote every Sunday, he'd demonstrated an affection for her so steadfast that it had overcome her early loss of both parents. There was the time, for instance, that he'd crushed her first robot, an amateur thing built of Erecto-set parts and cobbled-together servomotors, mistaking it for a M.A.D. spy gizmo. He'd been so devastated by her horrified reaction that he'd arranged not only a tour, but one-on-one tutoring sessions in the very lab that created his gadgets, by Dr Von Slickstein himself! And what about the time she was convinced he'd become so engrossed in his current case that he'd forgotten her birthday? She'd walked home from school, trying to suppress her anger and hurt, trying to be grown-up and not allow it to bother her, when suddenly the Gadgetmobile pulled up alongside her and her uncle told her to get in. He'd driven them straight to the rock concert she'd desperately wanted to attend...and which had been sold-out months before...and escorted her to front-row seats alongside her two best friends from school...and taken them out for pizza, sodas, and all-night bowling afterward.

"Your uncle is _so cool,"_ Jesse and Maria had gushed. Penny had looked over at the man confidently bowling a strike with the hand extending from his fedora, his other hands clasped behind his back, smiling all night because he'd made his niece happy. And she'd found herself agreeing with her friends.

He glanced at her now as they drove home. "You know, you don't _have_ to spend every weekend with me, Penny. I understand how busy college life can be. Isn't Homecoming soon?"

"That was last month, Uncle."

"Oh. Wowsers. Has it been that long already?" He shook his head. "Time flies, I suppose. I mean it, though. Don't feel like you have to keep me company all the time. I want you to get out there and...and experience everything you can." He met her curious gaze an instant, seeming uncharacteristically reticent. "You...you've grown up a good deal, Penny. Don't think I haven't noticed. You're not a little girl anymore. I know there are things you need to find out on your own, and I don't ever want you to feel like I'm not encouraging you to go forth into the world and stake out your own life." Penny kept silent, a little surprised at this unexpected turn in conversation. They'd never really discussed this before. Even when she'd been mulling over which scholarship from the numerous universities clamoring for her attendance she ought to accept, her uncle had approached this momentous decision in vague turns and cheerful platitudes. "I want you _safe,_ but not at the cost of your freedom...is any of this making sense?"

"Yes, Uncle," she said. "It's okay...I like coming home on weekends." _And other days._ There'd been a few times this semester she'd pulled all-nighters, sneaking after her uncle on one of his assignments just to make sure he wasn't captured or killed, then rushing back to the dorm to frantically write a paper or study for an early-morning exam. So far her grades hadn't suffered, but she worried that if she didn't keep tabs on him, Uncle Gadget might run into a situation he couldn't handle on his own, and Brain wouldn't be able to save him, and...

"You don't have to watch out for me anymore, Penny," he said, and she froze. _Does he know? Did he finally figure it out?_ "Hey, I even taught myself how to use the TV remote this week!" He flashed a smile at her, and she relaxed.

"That's good," she replied, and was about to tell him again she honestly didn't mind coming home every weekend, when he said something else.

"You need your own life, Penny. I worry...I worry I've held you back." She stared at him. Gadget swallowed hard and continued. His voice, normally so sharp and clipped, turned soft and apologetic. "I know you _really_ should've been in college _years_ ago. You're a _genius,_ Penny. All your teachers have said so, and I guess I knew that all along...I just didn't want you to go out into the world before you were grown enough to handle it by yourself. I hope...I hope you don't resent me for insisting you not skip grades. You just...you're so beautiful. No, listen, this is important! You're _beautiful,_ and you're _bright,_ and you have _no_ idea how awful some people out there can be." He took a deep breath. "Believe me, I see those monsters every day. People who might resent you because you're smarter, or prettier; people who might want things from you before you're ready to give them...do you understand what I mean?" Stunned silent, she nodded, and he blushed. "Good. I know there's a lot I should've told you before now...I've probably kept you too sheltered. That's my fault. I blame myself for not being a good enough parent to you." Penny opened her mouth to object, but he shook his head. "I _know_ I wasn't! Always off on a case...all those times I left you alone with Brain and ran halfway across the world to deal with some mad scientist or evil thug...why, that's no way to raise a little girl! I just hope...I just hope you can forgive me for all that; and I hope you'll spread your wings and fly now, knowing that I love you very much and I only want you to be happy."

There were tears in his eyes. She'd never seen him cry before. Never. He pulled into their driveway and turned off the engine. A hanky popped out of his hat, dabbing the corners of his eyes. "Excuse me...a little dust in the wind today," he said. He took a deep breath and let it out, forcing cheer. "So! If you'll prep the roast, I'll chop all the—"

Penny threw her arms around him, hugging tight. Even Brain was sniffling, watching from the back seat. She couldn't tell him she'd never been on her own; that all those times he thought he was working by himself, she and Brain had followed him across the globe, helping out, foiling the villains, giving him the credit. Dicsovering they'd been working together as a family certainly wouldn't ease his mind at all; he'd be horrified if he knew how often she'd thrown herself into danger. She simply hugged him. He returned the embrace gently. She wanted to tell him everything was okay, that she didn't resent him, could _never_ resent him, that she knew he'd tried his hardest to be a parent. She'd seen the fire in his eyes, those few times when he _saw_ that she was in trouble, and he'd barreled through every obstacle to rescue her. Uncle Gadget would toss aside any bad guy, destroy any trap, plunge into any danger to ensure she was safe, and knowing this had bonded her to him even when his repeated obliviousness frustrated her. Unable to voice any of this, she just held onto him, took comfort in the gentleness of his arms around her. She knew they were mostly metal, with the strength to crash through concrete, but he cradled her head against his chest in complete tenderness.

"We should get you warmed up," he said, ignoring the fact that he'd been chilled more than she had. Penny drew back, looking at her uncle with new respect. He couldn't meet her eyes. Instead, he threw open the car door and grabbed a sack of groceries. "Come on, Brain! Inside! It'll be cold tonight, according to the forecast. We need to get your Penny warmed up!"

She followed them slowly, wondering at the shift in their relationship. _He always just drove off and told Brain to watch out for me. Not like he thought I was old enough to look after myself, but as though it simply didn't occur to him that I might __**not **__be...and all along, he felt guilty? So he wasn't as obtuse as I always thought? _That made _her_ feel guilty. She realized, suddenly, how hard he must have tried to be a replacement for her parents; though he was frequently sent out on assignments, he spent every minute when he was home with her. He didn't linger after work with friends; didn't go out to drink or socialize; never dated anyone. _And it wasn't as though he wasn't interested. Remember how lovestruck he was by Lana Lamour? Not to mention any number of available women he met during cases._

A memory surfaced: once, when Brain had been in disguise at a séance with the Great Wambini, the dog's silly, sultry impression of a blonde actress had made Uncle Gadget fall all over himself trying to impress the "star." Uncle Gadget had thought he'd arranged a date with the actress, even telling Chief Quimby he'd lucked into such a delicious arrangement...and then the next night, Penny had caught her uncle gazing at her from the hall doorway, his mouth twisted in thought, his eyes sad. When she'd turned to ask what was wrong, he quickly recovered himself and suggested they watch a movie together, and made her laugh with silly antics while popping popcorn for them to enjoy. He'd never mentioned the date, even though he'd thought it was a real one. _What if he didn't go out because he thought he should be spending more time with me? Oh no. Does that mean he gave up having any kind of social life because he wanted to be a better parent? _Dismayed, she stopped on the porch.

Her uncle yelled from inside the house, "Penny! I forgot the wine; it's still in the car. Could you bring it in?" His neck extended around the dining room doorway, and he gave her a sheepish grin. "Your old uncle would forget his head if it wasn't arc-welded on!"

"Sure, Uncle," she responded, managing a smile, and went to fetch the bottle.


	2. Chapter 2

She'd climbed into her old bed, snuggling down into the quilt she'd had since childhood, when she saw the envelope sitting on her desk. _Oh. The genetic results! I forgot! _Curiosity renewed, she fetched the letter and ripped it open, plunking down among the pillows heaped at the head of her bed. At the start of the semester, all of Professor Quincy's biology classes had participated in the Human Genome Project. The prof had suggested they obtain samples from family members as well, reminding them that by doing so, they'd be assisting in research on inherited traits. Uncle Gadget had gamely donated a cheek swab after she'd patiently explained they didn't need to draw blood; he was deathly afraid of needles. _Pretty funny, for a guy whose arm can't be punctured by one anyway! _Smiling, she unfolded the results the study had sent. She studied her own DNA printout carefully, relieved when she saw nothing indicating any predisposition for cancer or hereditary illnesses. Then she flipped to Uncle Gadget's. She read through it, glancing at the grainy photo of the alleles.

She frowned, struck by something odd. She looked back at the capsule-shaped markers on her own page. Slowly, she reached over and turned her bedside lamp up to its brightest setting, then put her test results atop her uncle's and held both up to the light. The patterns visible showed almost no overlap.

_Only three alleles in common? But that means...that means..._

Stunned, she lowered the papers. She'd never been certain to which of her parents Uncle Gadget was related, and he couldn't remember; it had been one of those awkward blank spots in his memory, from things Before. Before she'd come to live with him. Before whatever had happened to him that had required an almost total rebuild of his body with electronic and mechanical parts. She'd asked him if he'd ever been married, years back, and he'd said no; regarding that aspect of his life Before, he was certain. She'd wondered whether he was closer in build and coloring to her mother or her father; she had no surviving photos of them, and her own memory didn't clearly indicate either of them as looking anything like her uncle...but she'd never even considered this.

_Uncle Gadget __**isn't**__ my uncle. We're not even related._

Did he know? She had no idea. He'd never treated her as anything less than blood family. She sat motionless, numb, trying to process this. He'd never acted as though she was an obligation or an assignment; he'd only ever expressed love and familial devotion to her. _What if he was told I was his niece, and just accepted it without question? What if he knew I wasn't related, and took me in anyway? Does it even matter to him? Should it matter to __**me?**_

She curled into the quilt, looking over and over at the two sheets of paper with their startling revelation. _Could the project have made a mistake? _The test material had been coded anonymously; Professor Quincy had told students they didn't have to offer their names and addresses for the results if they didn't want to, although nearly everyone in class had been curious enough about their own results to ask for a copy to be mailed home. Just to be sure, she dug out her computer book and searched for the numbers she'd typed into it the day she'd taken her own and her uncle's DNA swabs. She checked the numbers that had been printed on the sample tubes against the ones on the papers in her hand. _They both match. So the results didn't get confused at the lab. That's me...and that's Uncle Gadget. _Should she stop calling him "uncle"? It would just sound weird _not_ to.

She thought and thought, worried, unsure how this news would affect her uncle. _It shouldn't matter, though, right? He won't stop loving me just because it turns out we're not really related, right? Of course not! He wouldn't change! _But the fear of being left alone again, of losing the only family she'd known for years, gnawed at her heart. Old fears she'd thought declawed scratched in the back of her thoughts. _Uncle Gadget loves me anyway. It doesn't matter. It doesn't!_

Unable to shake this unease, she finally looked at the clock and was surprised to see two hours had passed. She frowned. _Okay. Enough! Just...just go talk to him. Show him the results. _She was half-afraid he'd be shocked, and half-hoping he'd tell her he knew all along and loved her as though she was family anyway. Either way, _doing_ something about her troubles had always been Penny's best method for facing down her fears. Her mouth set in a grim line, she wrapped her robe over her pajamas and marched down the hallway to her uncle's bedroom. She saw a flickering light under his door, so he hadn't fallen asleep yet.

Her hand was raised to knock when she heard a low groan. She paused, listening. After a few seconds, she heard it again. _Oh, no. He's having another nightmare. _Uncle Gadget sometimes experienced what seemed to be awful dreams, though he claimed to never recall them when he awoke. Penny was never sure whether he was lying for her benefit. Unfortunately, during the most restless of these night terrors, he also walked in his sleep. More than once, Brain had chased down the Inspector in his boxers and undershirt before he could launch the Gadget Copter or wander into a construction site full of hazards, and gently tugged him back home. Penny hesitated. She and her uncle had always respected one another's privacy; a closed door meant you knocked! _But he seemed so sad and ashamed earlier...what if this is one of the really bad ones?_

Another low moan made up her mind. She drew a deep breath, steeled herself to deal with any dangerous gadgets popping out, and eased open the door. She saw the small TV on his dresser, still on with the sound muted, running what appeared to be a black-and-white _film noir_. Her uncle was sprawled on the loveseat in front of it, his head back against the cushion, eyes closed. Penny approached silently, taking in more details as her eyes adjusted to the dim light. _At least he's not sleepwalking yet. Maybe I can nudge him into bed and he'll go into deeper...sleep...oh my God._ She halted, eyes wide.

Her uncle was not sleeping. He also wasn't wearing his boxers. His gloved hand slowly stroked up the underside of the strong erection straining toward the ceiling, and a sigh escaped his lips. "Yes...please, _yes..."_

Shocked, Penny turned her head. She reached blindly for the door behind her. Her fingers slapped against the edge of it, making a small _thwap._ Uncle Gadget startled, and she fled, yanking the door closed as she went. She ran back to her room and shut the door, forcing herself to be quiet. She shut off her lamp, dove under the covers, and crouched there, shocked and mortified, trembling. _Oh God. How could you be so stupid? Why didn't you just __**knock?**_

She heard footsteps, heard the floorboards outside her room creak. She didn't move, didn't breathe. She heard the soft whirring sounds her uncle's limbs made as he came to her door, then paused. Seconds ticked by. She didn't know what she'd say if he tried to talk to her. Fortunately, he retreated, and after a minute she heard his own door closing again...and heard the click of the lock.

Penny stayed huddled in a ball in her quilt until her legs began to cramp from the tension of it. Finally she lay down, cocooned in darkness, trying not to think of what she'd seen. She chided herself angrily. _Did you think he didn't have those kind of feelings? He's still human, for crying out loud! _She'd seen some of his body before, seen the demarcations where his original flesh and bone joined with metal. A couple of times she'd even seen him shirtless, right after a shower, when he'd used the hall bathroom because the master one was being retiled after a burst pipe. She knew about the gleaming plates covering his lower torso. Somehow she'd just assumed whatever had damaged that had also torn him up farther down, without really thinking about it... She flushed. _Why would I __**want**__ to think about that? He's my __**uncle!**_

Except now she knew for a fact that he wasn't.

Unwilling to dwell on any of this, she pulled the covers over herself, and lay in silence and stunned embarrassment until finally sleep crept in.


	3. Chapter 3

The next morning, her uncle was in the kitchen early. She smelled bacon burning, and out of long habit switched off the burner and moved the skillet aside. "Good morning, Penny," Uncle Gadget said, his voice as cheerful as always. "How many pancakes would you like?"

"Three's fine. Thanks, Uncle." The words were automatic, but felt strange on her tongue. Not looking at him, she grabbed the orange juice from the 'fridge, poured herself a glass, then moved to the coffeepot. She heard him whistling and wielding the Gadget Spatula, flipping pancakes expertly. _Did he see me last night? God. This is humiliating. Maybe if I just pretend nothing's wrong, he won't say anything...the last thing I need right now is a lecture on privacy. _She took her drinks to the kitchen table and slunk into a chair, head down. From behind her, she heard the _thwap_ of a pancake hitting the floor, and winced. Within moments, Brain hopped onto an adjacent chair, licking crumbs from his muzzle and wagging his tail. She patted his head, but her heart wasn't in the greeting.

Brain cocked his furry ears at her. "Row rowrow woof?"

Her eyes slid over to him, but she didn't raise her head. She sipped her coffee. Her uncle _was_ actually good at a few things, coffee being one of them. "What makes you think anything's wrong, Brain?"

The dog frowned at her, and scrunched his face into a passable canine imitation of her, hunching over furtively. He glared until he was sure he'd made his point about her, then gestured across the kitchen, straightened up, and whistled very loudly while flailing his front paws in the air as if trying to catch falling pancakes. Then he crossed his paws and glared again.

Penny could feel the heat on her cheeks. "Tell you later."

"Hmf," Brain snorted, but he didn't say anything else when Uncle Gadget came to the table bearing three plates stacked high with pancakes, bacon, and fresh apple compote.

"Here we go! The perfect Sunday breakfast. Just like always, heh heh." He settled into his customary seat and doffed the chef's toque he'd set over his fedora. Penny dared a glance at him; their eyes met for an instant, and both of them blushed. "Whoops, almost forgot my coffee!" Uncle Gadget exclaimed, jumping up. Brain nudged Penny, shooting her a questioning look. Penny sent back a scowl: _don't ask!_ When her uncle sat down again, he attacked his plate with a great deal more gusto than usual, which was saying something. Penny never was sure whether his enthusiastic appetite was due to his cyborg parts requiring extra energy from the still-biological ones, or whether he'd simply always been a healthy eater.

"So, what would you like to do today?"

Penny choked, the question catching her offguard. "Ah...I...I hadn't really thought about it, Uncle."

"We could drive up into the mountains and take a look at the changing leaves," he suggested brightly.

"Sounds nice." She didn't bother telling him most of the trees had dropped their fall colors already at the higher elevations. But then, the thought of a long car trip in his company, with her thoughts still in turmoil, dismayed her. "Umm...actually, Uncle Gadget, I just remembered I need to study for my Biochem finals."

"Oh..." He set down his fork. From the corner of her eye, she saw his extra hand emerge from his hat to rub his chin. "I could've sworn your final exams for this semester were still a few weeks away..."

"Well, you know what they say, an ounce of preparation," Penny said, keeping her tone light and apologetic. Brain was giving her the mother of all dirty looks. She ignored him, trying to appear focused on her plate. "I'm sorry, Uncle Gadget."

"No need to apologize! You need to keep your mind on your studies, of course," he agreed immediately. "You go on right after breakfast and do your homework. I'll do my best to keep the house quiet for you. The proper study environment is _very _important."

"Thanks, Uncle," she managed to mumble. They ate in absolute silence for some time. Just when she was about to offer him a compliment on his cooking, he suddenly stood, wiping his mouth.

"Well. I actually have some chores I've been putting off for far too long around here, and today seems like the ideal day to finally get to them. I'll send a sandwich up for lunch, so you won't be disturbed too much." Surprised, Penny looked up at him, but he couldn't meet her gaze. "And don't worry about the dishes, I'll do them. Come on, Brain! I could use your help in the garage." Brain looked from Gadget to Penny, uncertain. Penny shooed him gently with one hand, mouthing the word _later._ Reluctantly, the dog followed her uncle out the back door.

_God, he's absolutely mortified. He knows I saw him. _Blushing, angry at herself, Penny carried the dishes to the sink and rinsed them, ignoring his directive to let him take care of the chore. _Why didn't you just __**knock?**_She shook her head. _If he...if he __**planned**__ to...why didn't he lock his door? _But she knew the answer to that one. Ever since the night a seven-year-old with horrible nightmares had run crying to her uncle's bedroom door, and wailed all the louder at finding it shut to her, that door had never again been locked. She remembered his tolerance for her frequent interruptions of his sleep in that first year together. Every time she'd woken from another awful dream about monsters or fire or bricks raining from the sky, she'd run to her uncle's room, crawled into his bed, and taken comfort in the soft sound of gears whirring as he put an arm around her and held her safe.

Those mechanical limbs had never scared her, no matter how freakish anyone else might find them. The very first time Penny had seen him come striding over the back lawn, one brown-gloved hand shooting five feet ahead of him to grasp the collar of a neighbor's dog that had come into the yard and growled at her, she'd been awed. He had odd legs, strange arms, yes; and she could hear sounds inside his chest that reminded her of a clock when he held her close. Even at seven, though, she'd seen how he used those altered parts to protect her, coupled with a fierceness toward anyone or anything who meant his tiny niece harm. It had taken almost a full year of crawling into his sleepy embrace every other night before her nightmares had faded, but he'd not once complained or tried to send her back to her own bed before she was ready. As a child, Penny had quickly associated the sound of servos and cogs, and the smell of copper and machine oil, with security...with love. The older she grew, the less she'd felt the need to creep into his room in the middle of the night, seeking reassurance after a bad dream...but he'd never locked his door, or turned her away. At eleven, she no longer snuggled under the blankets with him, but he was always willing to groggily sit up and talk with her a bit until she felt safe enough to go back to her own bed. And now at eighteen...

She dumped the dishes into the dishwasher with more force than was probably good for them. _Bet he'll be locking his door from now on. Dammit! Why didn't you just knock? _Now there was an unspoken embarrassment between them, made even worse by the news she'd received and still not told him. _How can I? Maybe if I just keep on like nothing's wrong, this will blow over...why put even __**more**__ distance between us right now? _Thinking again of those strong, wiry arms around her on nights when thunderstorms rattled the whole house, Penny shook her head. _He accepted me like I was his own daughter, right from the start. Had he ever even seen me before then? Was he a friend of my parents'? Does __**he**__ even know? He can't. He would've told me by now if that was the case. He's always said he was my uncle...he must actually believe that! Best...best to just not tell him. Not now._ Steadying herself, she took a deep breath and exhaled slowly. _Give this some time to blow over. I'm sure you're not the only person to ever see their parent naked._

She flushed bright red all over again. It wasn't as though she was ignorant of basic anatomy! She'd been curious about the differences between the sexes since her first menses; when she began stowing pads and tampons under the bathroom sink cabinet, Uncle Gadget hadn't broached the subject directly, but he'd suddenly increased her allowance enough to cover the extra costs. And then one afternoon shortly after, she'd found a new book on her bedside table, a picture book titled _Where Did I Come From?_ which was all about the birds and bees. Childish though it was, it at least illustrated some of what she'd wondered about. She'd done some research with her computer book as well, but she'd wished she had a mother to talk to. Her uncle was too embarrassed for her to ask; when she'd hesitantly mentioned the mysterious book, he'd quickly changed the topic. She'd had to go looking on her own, do her own research.

She walked up to her room, pausing on the landing to look out the window. She could faintly hear the sound of the Gadget Leaf-blower. From the open garage, she saw a fishing net, several faded sheets of newspaper, and what looked and sounded like at least a metric ton of aluminum soda cans come flying out. Brain crouched behind the Gadgetmobile parked in the driveway, his paws over his ears. Penny heard her uncle yell, "Old newspapers and rags can be a fire hazard, Brain! We should remember to clear them out regularly!"

With a shake of her head, Penny continued up. In her room, she stared dully at her schoolbooks and her trusty computer book, upgraded this past summer and running more smoothly than her uncle's gadgets ever had. She stood still a moment, idly brushing her hair out of her face. She'd stopped wearing it in pigtails when she was fourteen, deciding that one long blonde ponytail made her appear more grown-up. _Grown up. Top in my class, all through high school. Had most of my basic credits already done before I even started college. So why am I feeling like a scared little girl again?_

The image of her uncle, his head back, lips parted, groaning softly as he stroked himself, sprang unwanted to her mind. She mentally recoiled, shoving it away. Of course she knew what a male sex organ looked like! She'd done plenty of furtive, curious, half-frightened, half-intrigued study on her own; checked out books she knew her uncle would've been shocked to find in her schoolbag; even dared to sneak into one of those seedy shops that sold magazines with women exposed right on the covers. But doing what she preferred to think of as _research, _distancing herself from the subject on the printed page or dot-matrix screen, was a far cry from actually seeing anything like it with her own eyes...seeing a living, pulsing... She gulped air down a dry throat. She'd _never_ expected to see her uncle like that!

_Except he's not really my uncle._

That didn't bear closer inspection. She shut off all thoughts along those lines, angrily turning her attention to her biochem textbook.

The knock on her door jarred her badly, and she jerked her leg, kicking another book off the bed. She stared at the door, then looked at the clock. Noon already? Wasn't it just a few minutes ago that she sat down here to study in earnest? "Uh...come in?" she called.

The door opened, and Brain poked his nose in. "Oh. Hi, Brain." Encouraged, the dog trotted in and leapt onto her bed. She scratched between his ears. "How's the garage cleaning going?"

The dog's pantomime of ducking flying objects, sweeping vigorously, and then winding his legs around himself had Penny laughing despite her dark mood. "I see. So Uncle Gadget's tied up for a while in the fishing line, huh?" The dog nodded, then gave her a pointed look and a growl. Penny sighed, her shoulders slumping. "No, it's nothing, really, Brain. I just...I did something stupid last night." He turned his head sideways, a query. Penny gathered what courage she could, though it felt like only a fraction of the bravery she used to have, when she spied on Dr Claw's minions all over the world as a younger girl. "I...I went into Uncle Gadget's room without knocking. I thought he was having a bad nightmare, and he was going to start sleepwalking...you know how he does."

Brain nodded, but still appeared confused. He barked gruffly. Exasperated, Penny shook her head. "Look, I _know_ I should've knocked! I just...I just wasn't expecting..." Humiliated, she hid her face in her hands. "Oh, Brain, I just hadn't ever thought of him like..."

She couldn't go on. Her dog was silent, considering things. Having a superintelligent dog around had always made Penny feel less alone. Her uncle had always tackled assignments with his own flair for the oblivious, never knowing _she_ was even around as he patrolled a pyramid or inspected an institute where crime was taking place right under his generously sized nose. Finally Brain shrugged, woofed, and pointed at her while he barked another question. "No, I didn't have a bad dream...I wanted to talk to him..." She shook her head. "Brain, I don't think I want to talk about this. I made a stupid, thoughtless mistake, and it won't happen again, and hopefully he'll forget all about it in a few months." She could only hope that her uncle's sometimes-spotty memory would work in her favor for once.

Brain frowned. He crossed his forelegs and glared. "Wuff! Row row ruff roh!"

"It's not important now. Forget it." She made another mistake then; her eyes involuntarily cut over to her bookbag, where she'd stuffed the envelope with the revelatory test results. She quickly matched stares with Brain again, challenging him to drop the subject, but her canine companion knew better. He suddenly dove off the bed, lunging for the bookbag. "Hey! Brain, _no!"_

He growled, teeth firmly gripping one side of the bag as she grabbed the other side. The tug-of-war went on for over a minute before Penny gave up, knowing the dog wouldn't stop until she relented and explained herself. "Okay! All right. Just let go before you tear up my bag!" Grudgingly, Brain released his jaws. Penny pulled the envelope out and sat down on the bed once more. She studied the innocent letter which had started such a terrible chain of events. Brain quieted, watching her. She sighed.

"Uncle Gadget and I sent off samples of our DNA for a class assignment... We're participating in the Human Genome Project. I asked for the results to be mailed here." Brain nodded cautiously, waiting for her to continue. She held up the first sheet of paper, with its dark gray oblongs printed in columns. "This is my DNA." She forced herself to pause, allow Brain to look at it, then hold up the second paper. "This is Uncle Gadget's."

"Ruh...rot ruhn ruh?"

"That's right, Brain," Penny said softly. "Looks like he's not really my uncle." They stared at one another. "Do you think he knows?" she asked, feeling as small as her voice now sounded.

Brain thought only a moment before shaking his head emphatically. "Ruh-_ruh!"_

She nodded sadly. "I don't think so either." She fell silent. Brain nudged against her knees, and she scratched his ears again. "I thought maybe if I asked him about it, at least then I'd find out one way or another if he...if it would change anything...but now..." She sighed. "I'm pretty sure he saw me last night. Before I could get out of the room without tripping over my own feet, I mean." Brain offered a growling comment, and she choked out a laugh. "Yeah, I think we're both pretty mortified! So I can't say anything about this yet. Maybe...maybe I just shouldn't say anything at all."

A rattle of pea gravel against her window startled them both. Penny rose and looked out, parting the pink sheer curtains. When he saw her peering down, her uncle stretched his neck up. Penny raised the window sash, and he smiled at her. "Sorry to interrupt your studies, Penny...I just wanted to ask if you've had lunch yet. I, uh, heh heh, I seem to have become a little tied up in my chores."

"No, Uncle," she replied. "I'm...not really hungry."

"Ah. Well... Maybe you'll feel like a snack later this afternoon, then?" His smile was hopeful, though she saw him flinch slightly when she steeled herself and looked him in the eye. Gamely, she nodded.

"Maybe. I...I'm sorry, Uncle Gadget. I really need to focus on this..."

"Of course," he said. "Don't mind me. I have plenty to do." Spotting Brain, Gadget frowned. _"There_ you are! Brain, get back down here; I think we may have mice living behind the water heater, and I want you to root them out!" He glanced back at Penny. "Happy studying!"

Penny closed the window. Brain sighed, rolling his eyes. "I know. Just humor him," she said, sliding down on the bed among books which seemed trivial to her in light of the potential crisis she'd discovered. She folded the DNA papers and shoved them into the envelope again. "Not a word," she warned.

Brain whuffed agreement, but at the door he offered another comment. "Ruh _ruffs _rou."

Penny tried to smile. "I know, Brain. And that's how I want it to stay. Got it?"

The dog nodded, his expression sympathetic. He seemed to consider saying something more, then shrugged and left. Penny shut the door, returning her eyes to her homework, but her thoughts kept straying. She remembered again how secure it had felt to know she could climb into a wide bed, waking her _only_ family member, and fall asleep again with a metal arm curled around her. She wished to be small again, to be innocent, to be a child who only knew that whatever happened, her uncle would make it all better. _This time, I have to be the one to protect us both. Not like __**that's**__ anything new._

As she struggled to focus her thoughts, to bury herself in chemical equations and memorize formulae, she couldn't shake her unease. Before, the dangers they'd faced had been concrete: M.A.D. goons or delusional scientists or any number of petty thieves and small-scale terrorists. This time, she wasn't even sure what exactly was making her so frightened.


	4. Chapter 4

Penny didn't go home the next weekend. She apologized on the phone, citing lab projects, term papers, upcoming finals. Her uncle's voice sounded forcefully cheerful when he said of course, he understood, and she shouldn't feel obligated to check in with him so often. She felt guilty, especially when Brain growled at her one night. He'd had an especially tiring day, having to throw on disguises as a meat-packing-plant worker, a dock hand, and a truck driver in the course of a few hours while Uncle Gadget was investigating reports of a kidnapped salmon-cannery heiress. Penny could only apologize again, this time to her faithful dog.

"Brain, I'm so sorry. Are you all right?" Brain grumbled, but nodded. "And Uncle Gadget is okay?" More grumbling. "I'm sorry. I'm really sorry. Sometimes I wish he'd go ahead and retire." Brain gruffly reminded her that her cyborg uncle had been refurbished and upgraded this past summer. She didn't know exactly what they'd done to him other than replace any worn parts; she'd been busy working an internship at a lab, building a better supercomputer. At the time, she'd just been relieved it meant her uncle was out of commission while they tinkered with him, and therefore safe from M.A.D. or other assorted trouble for a month. His own reports to her had been blithely upbeat, giving her the impression he was perfectly fine with having his gadgets repaired or replaced. She'd not even thought much about what that would entail for him. Now it occurred to her that perhaps the Metro City powers that be intended for the Inspector to keep serving law enforcement indefinitely.

She rubbed her left temple, where a dull headache had been plaguing her for two days. "Do you need me to come home?"

The dog's response, a low growl, was plain enough to her: _You better had soon. I can't deal with this alone much longer._

She checked her calendar, startled to find the coming weekend was Thanksgiving. This semester had zoomed by. "Okay...I'll be there Thursday. Hold the fort, Brain." She paused. "I miss you. Both of you."

"Woof," said Brain, giving her a smart nod before he ended the connection. Penny turned off her watch-communicator and sat down on her dorm room bed, feeling weary and unsure what to say.

For the past ten days, her few chats with Uncle Gadget had been deliberately casual, sticking to the topics of her classes and his cases. This wasn't new, but she sensed that even he was at a loss. He wasn't making jokes like he usually did, and he sounded choked up a couple of times when he ended his call, as always, "Love you." Bracing herself for yet another strained conversation, Penny dialed her phone.

"Hello? –Brain, get out of the pantry! Yes, I know it's your dinnertime! Just hold on a second! –Sorry about that. Inspector Gadget here!"

"Hi, Uncle Gadget..."

"Penny!" The joy in his voice swiftly faded. "Ah. Is everything all right?"

"Yes, yes, everything's fine. It's great." Stalling, she offered, "I got an A on my differential equations test today."

"That's wonderful! I knew you'd settle right in to college life and do well."

They both fell silent. Penny twisted the cord of the old phone nervously. Just as she spoke again, so did he. "I was wondering—"

"You know, this weekend is—"

He chuckled; she could picture him shaking his head. "Sorry, you were saying?"

"Um, well, I was just wondering...if...if you had any plans for Thanksgiving?"

He paused. "I was about to ask you the same thing."

Relieved, she hurried on. "Would it be okay if I came down this weekend?"

"_Okay?_ Of _course_ it would! Why, that'd be better than okay, that would be _marvelous!_ I'll get a turkey, and we'll make stuffing, and cranberry sauce..."

The last time her uncle had tried to roast a turkey flashed in her mind, along with red and blue lights and sirens. "Um. Sure...but Uncle...isn't it Brain's turn to cook this year?"

"Is it?" He sounded confused. "I thought that was last year..."

"No, I cooked last year."

"Oh. Well, didn't he also, the year before –"

"No, Uncle." Penny and Brain had been trading off ever since her uncle's maple-bourbon glaze had caught the oven on fire and nearly taken half the north side of the house with it. They'd maintained the fiction that it would be his turn "next year"...for five years running, now. "Um...we sure could use some help with the mashed potatoes, though."

"Of course! I can use my new Gadget Masher!" She could sense his smile. "So...can you stay the whole weekend?"

She wanted to say no, but then thought of Brain...poor, long-suffering Brain, who might actually go up in arms this time if she didn't take over the duty of watching after her uncle for a few days. "I...I think I can. Yes."

"Wonderful! Let me see...goodness, that's only two days away! I'll have to get the house clean!"

"Uncle Gadget, you don't have to go all-out for..."

"Nonsense! _Not_ go all-out for my favorite niece? Wowsers, there's a lot to do...will you arrive tomorrow night or Thursday morning?"

Startled, she looked at her calendar again. She hadn't even thought about the date in such _immediate_ terms. "Uhh...maybe late tomorrow night...depending on whether my Chinese history class gets out early or not. The prof's kind of a stickler for schedules, but since it _is_ a holiday, maybe she'll let us go after one hour instead of two." As soon as she said it, Penny winced. She hadn't really considered facing her uncle again so soon. _He sounds really happy, though...maybe he's over what happened. Maybe we can just get back to normal again. _Relaxing somewhat, she added, "I've missed you, Uncle Gadget."

Warmth suffused his voice. "I've missed you too, Penny." Both of them stopped, unsure what to say next. Her uncle, ever the gentleman, jumped into the breach. "Well! I have a lot to get ready, then...better start now! I'm sure you have things to keep you busy, too. Anything special you'd like me to pick up from the bakery?"

She was able to smile at that. He knew how much she loved the cupcakes at the local Italian bakery. "Sure...how about some pumpkin cupcakes? Do they have those yet?"

"_Do_ they! Brain ate three of them last time!" He chuckled. "I may have sampled one or seven myself." He quieted. "I'm really glad you can come home for the weekend, Penny. I'll make sure everything is...is restful for you. I remember how stressful college can be, and wowsers, you're taking _so_ many classes. I'm...I'm really proud of you, you know."

She had to swallow down a tightness in her throat. "Thanks, Uncle Gadget."

"Be proud of yourself," he ordered. "You've earned it." He paused. "So...see you tomorrow night. Love you, Penny."

"Love you," she replied softly. She hung up. She made herself focus on her breathing. _Good. See? All back to normal. Now if I can just keep him from running off on a case in the middle of dinner. Everything's back how it should be...and as long as he doesn't know we're not really family, we can pretend we are. Just like we always have._

She opened her book about the influence of the Tsong Dynasty on the ancient world, and engrossed herself in the unfamiliar names and dates until it was past time to shut her eyes and sleep. Her dreams were murky, but fortunately her eight a.m. class demanded all her attention and cleared her head of all else for a few hours.

It drizzled rain intermittently all day Thursday. Penny felt much more relaxed. They'd settled easily into customary traditions: watching the parade on TV while munching from a large bowl of salted cashews together. Making stuffing from scratch, with the obligatory bread-crumb fight in the kitchen. (Brain especially enjoyed the herb-tossed – and floor-tossed – remnants from that.) Arguing over how many marshmallows actually constituted _too_ many atop the sweet-potato casserole. Uncle Gadget insisting Penny ought to eat more Brussels sprouts. (Her taste buds had matured into appreciating their bitterness a year ago, but it was reassuring to hear him lecture her about their nutritional content again.) And finally, the three of them sitting down around the table, candles lit, food fragrant and abundant, holding hands and paws.

"Why don't you start, Brain?" Gadget asked.

Brain thought about it, then said, "Bow wow. Ruff rayffah bow wow roff."

Gadget looked at Penny. "He says he's thankful for me being home," she translated, and her uncle nodded. Penny wasn't sure why she'd always been better able to understand the dog than Uncle Gadget could; perhaps it was an effect of having grown up with the pup at her side. Her uncle kept smiling at her, so she offered, "I'm thankful that some things never change. It's really nice to have the same rituals to come home to, in the same house."

"Continuity is often the best anchor in a sea of troubles," Uncle Gadget agreed. He paused, then said in a quieter voice, "I'm thankful that we're together as a family again, and I'm savoring this moment fully, because everything changes." His expression seemed almost shy, then swiftly changed to a stern look at her. "As it should! We never really grow and learn until we're forced to change our approach."

"That's...very wise, Uncle Gadget," Penny said, and wondered how his thought processes had actually changed since she'd started college. _He does seem to be giving things more consideration than he ever did. That's good, right?_

"Thank you, Penny. Now...let's eat!"

Her uncle's seemingly sudden maturity troubled her thoughts for hours. Rain pattered steadily on the roof tiles and gurgled in the gutterspouts. They lit a fire in the living room hearth, and Brain curled up on a chair close to it and fell asleep. Uncle Gadget gazed drowsily at the old movies running on TV, comfortably sprawled in his trenchcoat on one end of the sofa, and Penny sat with her feet tucked up in the cushions opposite, pensive.

_Everything seems so normal. Maybe this __**is**__ normal. Maybe it doesn't matter whether we're related or not. _She looked over at her uncle. Seeing him wearing his coat and hat indoors was so utterly typical...yet she remembered her school friends questioning it, when she'd had sleepovers. It had felt extremely awkward to have to explain that her uncle _always_ wore the same attire, even at home, when she didn't really know the reason why herself. He'd told her once that it was because he was _always_ on duty and never knew when he'd have to jump up and run out on a case, but as she matured, she decided there must be more to it. The only times she'd ever seen him expose more of his skin was when it was just the three of them. She suspected Uncle Gadget was self-conscious about his body. The seams in his artificial skin weren't obvious from a distance, but anyone within six or seven feet of him would definitely have noticed how his arms showed no veins or muscle definition, how the flesh of his neck and chest abruptly terminated in molded metal plating, how he never took his gloves off because there were no longer human hands underneath the soft leather. She'd never cared about any of that. She wondered suddenly whether that issue was the real reason why he'd never so much as dated anyone. _Maybe he's always been afraid he'd be rejected, that he's too much machine to appeal to any girl. _The thought drew a fierce, flashing anger through her chest. _But he's __**better**__ than most of the men out there! He's always a gentleman, his manners are perfect, he's caring and loyal and..._

She stopped. _Does he really think people are so shallow, that they'd only judge him by his appearance? Oh, Uncle._ However, she uneasily admitted, based on the behavior she'd observed of students on campus, the awkward-looking "nice guys" never seemed to have girlfriends. Girls, even some of the brains whom she thought should've known better, flocked around the football team, the swim team, the tennis players...and at best ignored, at worst mocked the bashful, unfashionably dressed, less-than-studly boys. Uncle Gadget definitely fit into the latter category. His looks weren't the sort to ever wind up on a magazine cover...except for the one time the _Metro City Police Bulletin_ had featured his gadgets in a story about technological advances in crime-fighting. Even then, the photos had emphasized the Gadget Copter, the Gadget Laser, and a rather silly and literal demonstration of the "long arm" of the law...not his face.

_But it's not an ugly face,_ Penny thought. _Okay, not conventionally handsome, but certainly not hideous._ She studied him, attempting to view him as a stranger or potential girlfriend might. _Well, his nose __**is**__ kind of long. His whole face is sort of...melancholy. That's a good word for it._ His ears stuck out on the sides _(thank goodness they're not any bigger or he'd look like Prince Charles)_ and his chin and jawline had the firmly-set appearance people tended to associate with stubbornness. _He can be obstinate sometimes...but he can just as easily be very sweet and giving. _He had strikingly dark eyelashes and deep-set eyes, which only added to the somewhat thoughtful look his face had in repose. He never could get his nearly-black waves of hair to do anything except sweep back from his face and curl up behind his ears, which somehow detracted from the serious demeanor he tried so hard to project while working a case. All the same, he was always cleanshaven and perfectly neat in his attire, and his smile came easily and encouraged everyone around him to relax. _Who wouldn't want that? He's so easy to be around._

This line of thought, however, was making her uncomfortable. She'd never thought in so much detail about her uncle's looks before. She glanced over at him again, and saw him gazing back, his eyes dark under the fedora, a somewhat wistful smile just teasing the corners of his mouth. She felt herself blush, caught staring. "What's on your mind, Penny?" he asked. His tone was gentle, and she stopped the dismissive reply on her tongue. _Maybe this is a good time to feel him out on the DNA issue._

"Um...I was just thinking about...what you said at dinner, about being thankful for our family..."

"Yes?"

"Well, it reminded me," she began slowly, inventing on the spot. "I have a friend in one of my classes who just recently discovered she was adopted..."

"I can imagine that might come as a shock, at her age," Uncle Gadget said. He folded his hands in his lap, attentive.

"Yeah...she's, um, she told me she's not sure how to approach her parents about it. And of course she's curious about her birth family."

"Naturally."

"I just wondered how she was dealing with Thanksgiving at home," Penny said, shooting him a shy smile.

His gaze was steady, soft but unblinking. "Perhaps you should tell your friend that blood doesn't make a family. Love does. She may never find out the answers to her questions about her past, but that doesn't lessen the bond between her and her family now." He paused, studying her with more serious calm than she'd ever seen him exhibit. "Love isn't about whether you share the same chromosomes, or hair color, or Roman nose. It's about caring for someone wholeheartedly...even if you can't keep up with their amazingly brilliant ideas."

Uneasily, Penny reminded him, "I'm talking about my friend, Uncle."

He still didn't blink, and his smile faded. "I understand _exactly_ what we're talking about, Penny."

"Y-you do?"

She fully expected him to reply with some off-the-wall remark which indicated his usual cluelessness. Instead he said, "I saw the return address on the envelope."

Shocked speechless, she stared at him. The fire crackled. Brain sighed in his sleep and half-turned, warming his belly. Penny reached for her glass of cranberry punch and took a long drink; her throat seemed parched. She couldn't look at Uncle Gadget. He remained silent, watching her. "How long...have you known?" she asked.

He sighed, his fingers twisting slowly over one another. "When you were placed in my care, I was worried because I couldn't remember your parents," he said quietly. Penny curled into her corner of the couch, feeling small and anxious. "I couldn't remember much of _anything_ from Before. Still can't. But I asked the Chief then which of your folks I was related to. He told me not to worry about it; that it was a secret, that you might be in terrible danger if anyone found out you'd survived. I nearly panicked, of course. What did _I_ know about raising a little girl?" He smiled briefly, and Penny tried, but failed, to respond in kind. "And then...well...it was strange to suddenly feel so _needed_. It was scary at first, but then I grew to enjoy it. And you and I settled into being a family, and to be honest, with everything else going on I kind of forgot about that problem. I guess I assumed that as you grew up, I'd notice things about you that would jog my memory." He sighed again. "And then you turned thirteen."

Penny cast her mind back; what had been so special about thirteen? _Oh._ Seeing her turning pink, he blushed as well, and nodded. "You started...er...filling out, and the older you became, the more I was convinced something was missing from my memory log. You didn't even have the Gadget nose!"

She managed a weak chuckle at that. She knew his nose was not only distinctive _(patrician_ was putting it kindly) but inherited, a family trait going generations back. "So," Uncle Gadget continued, "I went back to Chief Quimby and demanded to see your files. I thought, if you _weren't_ related to me at all, you'd certainly want to know about your birth parents, and I wanted to be able to answer your questions when that day came." He frowned. "The Chief blew up at me..._worse_ than that time I accidentally electrocuted him in that tree costume in the pond. He told me I was sticking my big nose where it didn't belong, and that if I wanted you safe I'd shut up and never ask these kind of questions again. He actually threatened to erase my memory."

"He wouldn't!" Penny cried, but the dark look in her uncle's eyes silenced her again.

"If I was putting you in danger...I wouldn't blame him for doing so," Uncle Gadget muttered. "My most important mission has always been to keep you safe, Penny. Always." He looked down at his hands, threading the fingers together to stop their fidgeting. "I need you to promise me you won't pursue this."

"I..." Penny gulped, her thoughts swirling wildly. "But..."

"No. No _but Uncle._ No _maybe my computer book can help._ _No,_ Penny." His eyes flashed cold and metallic for an instant, but then softened again. "Please...please promise me you won't go investigating this. I love you very much, and it would kill me if something bad happened to you."

The expression on his face was so pleading, so worried, that she gave in immediately. She moved over on the sofa and hugged him. "I promise, Uncle Gadget."

His arms went around her, and she felt him heave a deep breath. He smelled, as he always did, of copper pennies and soap. The combination was an odd one, but to her it had always meant _safe._ She felt him gently kiss the top of her head. "I'm sorry. I only realized after you'd talked me into that DNA test that of _course_ you'd see both results and draw conclusions! I asked to have my results destroyed or misplaced, but apparently the folks at the Human Genome Project have never _heard_ of the famous Inspector Gadget." He pulled back, looking down into her eyes. "Your old Uncle isn't as well-known as he used to be, it seems."

"It's okay, Uncle Gadget," Penny murmured, curling against his chest as she used to when she was small. His arms rested over her shoulders; she felt him tease her hair with one hand, but she didn't mind. Among all the questions vying for prominence in her head, she picked one that seemed least scary. "Do you...should I still call you Uncle?"

"Penny, you can call me whatever you feel comfortable with. You're still my niece, as far as I'm concerned."

"Okay," she said, relieved. "Good." They sat quietly for some time. The rain drummed steadily on the roof. A log in the fireplace crunched and crumbled, sending a tiny billow of sparks upward. He kept playing idly with her hair, and she breathed in his scent, listening to the cogs and servos whirring in his chest. "Uncle Gadget?"

"Hmm?"

"Why didn't you ever marry?"

He shifted a little, and his fingers stilled. "Too busy, Penny. I'm given to understand a wife wouldn't be amenable to her husband always running off on another case. I know I haven't given _you_ much of a home life, as it was."

"It never bothered me, Uncle. Your work is important." She felt him sigh. "But weren't you ever interested in anyone?"

"I...I think so. Before." She felt him squirming more, uncomfortable, and she drew back, arms curled around her knees, to give him space. He swallowed hard, then gave her his standard _I'm perfectly fine_ smile. "Water under the bridge, eh?"

She shook her head. "I don't want you to be lonely."

He seemed startled. "Me, lonely? Nonsense! Why, just the other day I found a _fan club_ for me on that Interweb thing! _Thousands_ of people know me! How could I ever be lonely with that sort of attention?"

She wasn't about to let him escape into his usual blithe nonchalance. _Oh no you don't. Not when you're finally being serious and lucid! _The more she thought about this, the angrier she became. _Has he __**always**__ been more conscious of everything than he pretended to be? Has this been a game all along? _"Just because a _million _people know your name doesn't mean you're not spending day after day alone! Don't tell me that doesn't bother you!" When he frowned and opened his mouth to object, she said, "I can hear it in your voice every time we talk on the phone, Uncle! You can't tell me you don't feel lonely – you're just as human as everyone else, so don't pretend that you don't need—"

Angrily, he sat up, raising his shoulders, eyes darkening. "No, Penny, I am _far_ from human, and part of the cost of having all these wonderful gadgets is that I will _always_ be alone!"

Surprised by the vehemence in his voice, she blinked at him a moment, then rallied herself and fought back, for his sake. "I _know_ you, Uncle Gadget, and I know you feel things as deeply as everyone else – maybe _more _so! And I'm _sorry_ I walked in on you but that only underscores my point: you _need_ someone in your life who loves you, and I want you to find her and be happy! You _deserve_ some—"

Shocked, Gadget exclaimed, "Penny!"

She knew she was beet-red by now, but plowed on stubbornly. "You deserve to be loved, Uncle Gadget!"

He stood, his expression turning cold. Brain raised his head sluggishly, disturbed by the loud voices. "This is _not_ up for discussion, Penny!"

She stood as well, her mounting frustration emboldening her. "Oh, so that's how you're going to deal with it? By cutting me off like you did so many times when I was younger? Well deal with _this,_ Uncle: I'm _not_ a child any more, and I'm _tired_ of having to go behind your back just because you won't accept help from me or anyone!" He gaped at her, completely floored. She pleaded, "Can you just _listen_ to me for once? Can you just for once _admit_ that you can't take on the world by yourself?" Tears heated her eyes, but she _wouldn't_ cry. Her uncle had turned completely pale, frozen, eyes wide and fixed on her. "Can you for once see that I _love_ you and all I do is _worry_ about you?"

His mouth moved, but it took a second for any sound to come out. "Penny..."

Brain was at her side, pressing against her leg, gazing up in concern. She put one hand on his head, his warmth lending her strength. Uncle Gadget swallowed dryly again, and his voice was low, hurt. "Penny...you don't understand..."

She wiped her face with the back of her hand, glaring at him. "Try me."

"I know you're...you're a young lady now, but you haven't experienced much yet." He grimaced at her immediate scowl. "Please, hear me out. You may have had crushes and casual boyfriends, but there's a lot you still have to learn about that kind of relationship." He spoke slowly, as though he was forcibly dragging every word from some untapped reservoir hidden within the machinery of his heart. "I _have_ to be alone, Penny. I realized this a long time ago and I made my peace with it. My life is too dangerous to share it with anyone else, at any rate."

_But I've shared it for years!_ she wanted to shout at him. Struggling to keep calm, she argued instead, "But Uncle, I _know_ you want more! Will you at least-"

"No!" he snapped, cutting his hand through the air between them. "Penny, that's _enough._ Stop this."

"You have thousands of admirers!" she returned, feeling somehow desperate to win this argument. Of all the times her uncle had cut her off when she'd had a good idea, been unwilling to listen because his ego couldn't take being _wrong,_ of all the times she'd had to press forward with a plan for his sake, _despite_ him, this one seemed the most important. She didn't know why, but it _was._ "I'll bet you've had more than a few ladies sending you their pictures, or asking for dates! How hard can it be? _Pick_ one, and see what happens!"

"Love isn't like that!" he shouted, looking as furious as she'd ever seen; she cowered inside, but made her feet stay put. Brain whimpered. _"Why_ are we even discussing this?"

"Why didn't you tell me you weren't my real uncle?"

"Because I love you and I was trying to keep you safe!"

"Exactly!" she yelled back. They were both breathing hard, glaring at one another, almost eye-to-eye. Her uncle wasn't a tall man, and her last growth spurt had put her within a few inches of his height. She hadn't really noticed that before, but now, abruptly _seeing_ him in the heady clarity of her anger, she realized that he was just as surprised as she was. They'd never had a nose-to-nose confrontation like this, and her stature and exasperation opposite his made them seem more blood-related, alike in stubborn love.

He leaned back first, finally blinking, which she knew he only did when truly overcome or bewildered, the emotional trigger stronger than any biomechanical need to clean his eyes. "Penny...I...I appreciate your concern for my welfare, but it's pointless for you to worry. I'm fine on my own. I'm used to it."

She shook her head, sorrow washing out the anger. "Uncle Gadget, that's just an excuse."

He gazed at her with narrowed eyes. "Is this sudden campaign of yours all because of...because of what you saw two weeks ago?" His cheeks were reddening, but he managed to stammer out the question.

She blushed again as well. "I should've knocked, I know that! I thought...I thought you were having a nightmare..."

"No more so than usual."

Her confusion must have been evident, because his voice turned gentle again. "Penny...no...it's my fault. I should've locked the door. Or simply waited until you were back at school." She didn't know what to say to that, ashamed. She didn't know what to think. Up until a fortnight ago, she hadn't even considered her uncle might have those kinds of needs. "I don't... Look, I'm touched that you think I need a girlfriend. That's very sweet of you, Penny. But it's just not something I'll ever have, and I'd rather we didn't talk about this again. Okay?" His look was forgiving as well as apologetic, begging her to drop it and promising never to revisit it himself.

She almost gave in, then recalled in embarrassing vividness the scene she'd walked into. Fighting past the clear memory of that moment, the longing in his voice and the desire plain in that melancholy face that night, she took a deep breath and controlled her voice. "You're right, I'm not very experienced yet." His obvious relief at that statement swiftly vanished as she continued, "But I'm pretty good at drawing conclusions, Uncle, and I think all these excuses are because you're afraid."

Affronted, he barked, "What? Penny!"

She stepped closer; he shrank back, and she knew she'd hit home. "You're afraid no one will ever love you, because of your gadgets, right?"

He stammered, retreating, actually bringing his hands up as though to ward her off. "P-penny! Stop this! Just drop this right here!"

"There is nothing wrong with you! You're a good man, and someone will—"

"Penny, _why_ are you doing this?" He sounded and appeared so pained that she hesitated. "You don't understand!"

"What don't I understand? Uncle Gadget, my IQ is over 150 on a _bad_ day! I know a _lot_ more than you think I do, and I'm tired of you treating me like an ignorant child! I might not have first-hand experience with – with _love _or _sex _or _romance_ or whatever you want to call it, but I _do_ know that if you continue living alone, with me gone, you are going to be _miserable_ and I can't stand the thought of it!"

He gaped at her. Brain was staring as well. His Gadget Hand emerged from his hat and gently shook his shoulder to bring him out of his stunned daze. Penny was starting to wonder just _why_ she was pushing this; she felt pretty damned miserable herself. "Uncle Gadget, look...I'm sorry...I'm sorry I yelled. I love you...and I'm positive there's someone out there who'll feel the same. Someone for you. I just don't want you to be alone." The thought dawned on her that it wasn't just because she was concerned for his safety on assignment; _he needs more than someone to watch his back. He needs someone at his side. _She felt oddly pained that she'd _been_ there, right in the maelstrom with him, all these years, and he didn't even know..._couldn't_ know. The shock to his ego would be disastrous if he ever discovered she and Brain had done more to solve every one of his cases than he had.

Tears glinted in his eyes. "No."

"But you..."

"Penny...I think the world of you. I'm sorry if I...if you ever thought, if I ever gave you _reason_ to think I didn't respect your insight, but in this instance, you _are_ wrong." His voice sounded thick, choked, and she regretted ever opening her mouth tonight. She stepped toward him again, but he held up one hand between them. "No. No woman is ever going to want me. I know you think I'm blind to what goes on around me," (she flinched) "but I have seen _every_ look of disgust, or of fear, or of outright _horror_ that's been directed at me. I'm a freak, Penny. It's all right." He shook his head, straightening his shoulders, projecting whatever pride he had left. "As I said, I made my peace with this existence a long time ago. The last time they upgraded me, I made a very foolish request, and they pitied me enough to grant it. I shouldn't have bothered. All it's done is remind me what I can't have, and brought about this argument tonight. This is all my fault, and I'm sorry."

As what he'd said sunk in, Penny felt even worse. "You're...you're not a freak, Uncle Gadget."

He gave her a weary smile. "Penny, even my name is a joke. I'm less a man than I am a collection of high-tech toys."

She could tell she was on the verge of crying again. "I think you're a _great _man. I think your big heart is your best trait, and even if those shallow, petty people out there can't see that, _I _see it, and it makes you a better man than most of _them."_

A tear slipped down his cheek, and he shook his head helplessly. "Penny, you were a child when you met me! You accepted me with the innocence of a child. Grateful though I am for that, no one else is _ever_ going to look at me that way."

"I'm not a child anymore," she muttered, locking eyes with him. _Why can't he see how good he is? Why can't he see I love him?_

"Penny—" he began, but she moved deliberately, impulsively, swiftly taking the last step toward him and lunging on tiptoe, throwing her arms around him and planting her lips on his. Startled, he jerked back, but she wouldn't let go, again pressing her mouth against his. Gadget gave a small, low-pitched moan, his arms went around her waist, and he kissed her hard. Penny gasped, muffled by his mouth on hers, his tongue thrusting between her lips. She couldn't move, couldn't think. Heat swept over her, and dizziness threatened to tumble her. As suddenly as she'd begun this, he ended it; his arms dropped, he stepped back, and a look of utter panic possessed him.

"I'm sorry," he said hoarsely. He stepped back again, jumping when he hit an armchair. "I need...I think I need some air." He clapped his hat on tighter, as though trying to hold himself inside it, and fled. She heard the front door slam.

Penny trembled, staring after him. Brain whined at her. She reached behind her for a chair, certain she was about to topple. The dog shoved a footstool under her as she sank. He stared at her with wide, frightened eyes. Eventually Penny remembered to breathe, and found her voice. "Oh my God, Brain, what have I done?"

Brain whimpered. The fire popped fitfully, the last log almost down to embers. Outside, the deluge sounded like all the rain which had preceded it had only been a warm-up. Penny's lips tingled. She could taste copper. _Oh God. What just happened?_

Her mind couldn't focus on anything. One concept surfaced above the roiling confusion: _He's not my uncle anymore. I just changed __**everything.**_


	5. Chapter 5

He barely noticed the rain. His coat, hair, and shoes were soaked within minutes, but he was already thoroughly chilled and paid the cold downpour no heed, setting one foot before the other, directionless, frightened.

_You're a monster. She's your __**niece**__ for heaven's sake! What the hell were you thinking!_ He berated himself continuously, his thoughts driving his steps, heading _away,_ that was the most important thing, _away_ where he wouldn't be a danger to her. _This is completely your fault! What were you thinking, leaving the door unlocked and doing __**that? **__Pervert!_

He strode up the center of the street. In this storm, it was unlikely he'd encounter any drivers. One part of his brain timidly suggested he ought not to jaywalk, but he savagely dismissed it. _Serve you right if someone __**did**__ run you over._ Of course, even in such a circumstance, he wouldn't be much injured. He cursed himself silently, hands clenched at his sides, plowing through the sheets of rain. _You just __**had**__ to ask for them to restore that part of you, didn't you? What possible good did you think would come of that? Idiot! Fool! Selfish, stupid, useless bucket of bolts pretending to be a man! _He choked on a sob, refusing to give it voice.

Oh, how he wished he'd never emerged from the fog of cheerful oblivion. Things were so much _simpler_ back when he'd simply accepted whatever case he was given, and shied away from those parts of his mind which radiated warning. Thoughts and feelings and desires and dreams from Before. He wished the scientists who'd partitioned off his brain, in order to install circuits to control his gadgets, had made the surgery permanent, irreversible. Instead, they'd tried to leave him some autonomy...and gradually, year by year, more neurons had reestablished links, bridging the gaps. Bit by bit, he'd emerged from what seemed a decade-long dream, and started realizing things. Unhappy truths. When he'd tentatively brought them to the Chief, these fears and concerns, there'd been talk of shutting him down. Reprogramming. Removing. Terrified, Gadget quickly mimicked his own previous behavior, and after a few months of wary observation, everyone seemed convinced his return to cognizance had been a glitch. Just one of many Gadget glitches, nothing too serious.

He couldn't forget what he'd learned. He also couldn't act as though he knew anything.

When they'd announced they were going to upgrade him again, to install better devices, sleeker programs, more efficient tech, he'd meekly asked if he could have some input. They liked his ideas for better vision and communications devices, and when he'd asked whether they could give him back some sensation which would allow him to feel more like a whole man again, they'd consented. He admitted to himself that his own fear that he'd become nothing more than a machine with a few flesh-and-blood components had driven him to the unwise request. _And now it's brought about this horrible turn of events. Stupid, stupid, stupid!_

He stopped, breathing hard, feeling heat in his eyes. He raised his head, staring up into the rain, wanting it to wash away any traces of humanity left in him. _Why didn't she go away for school? Far away, where she'd be able to start her own life, without being tied to me anymore. That's what she needs. Maybe I should arrange for her to transfer to MIT. _He winced. _No. She'd resent me for it._ He inhaled deeply, but it didn't stop the pain in his chest. _What am I going to do?_

Some evil part of him, some devil's advocate which had been growing stronger in voice since he became fully aware of himself a couple of years back, whispered _but she kissed __**you. She**__ pushed this. _Furious, he swung his arms, shook his head. _No! __**I'm**__ the adult; I'm responsible! She's just a child! She didn't know what she was doing!_

_She is most certainly __**not**__ a child anymore._

Disgusted with himself, he groaned aloud. _She is still my niece!_

_Actually, no. She isn't. Maybe you need to decide just what she __**is**__ to you. Just what you are to __**her**__._

His internal struggle was interrupted by his third hand. Stretching timidly out from his hat, it poked his shoulder. "What now?" he snarled at it. The hand cringed, but then pointed behind him. He turned and saw a slim figure in a yellow raincoat and then heard the dog barking. "No," he whispered. He started walking again, falling into his fastest stride. "Go go Gadget Legs," he muttered. Skis popped out of his shoes, and he stumbled. "Dammit! I said Go go Gadget _Legs!"_

"Uncle Gadget!"

The tone of her voice, worried and almost pleading, stabbed right through the steel casing of his chest. He tried to quicken his pace. "Go go Gadget Copter!" he snapped, but instead the roller skates sent him sprawling. While he struggled to his feet, desperately trying not to slip again, girl and dog caught up to him, running.

"Uncle Gadget, wait, please!"

His circuits must be soaked, shorted; nothing would work right. He stood dully, face turned down, feeling his sodden hair dripping down the back of his shirtcollar. Penny halted, panting, a few feet away. "Uncle Gadget...I'm sorry. I'm so sorry. Please come home." Brain whined agreement.

"Go go Gadget Brella," he muttered, and wonder of wonders, it popped out of his hat. Disgusted with the cybernetics which seemed sometimes to have a consciousness of their own, he swung it out over her. "Penny, go back to the house. Get some rest. There's no need for you to stay the whole weekend. I'm sure this rain will be gone by tomorrow, and you'll have a smooth drive back to school."

She was crying. He could hear her heart, thudding too fast. "Please...please don't send me away. I'm sorry."

He grimaced. "This is my fault, Penny, not yours."

Brain growled. Gadget frowned at him. "Stay out of this, Brain."

"He's upset because we're upset," Penny said, sniffling. "Please, come out of the rain, Uncle. I saw lightning."

"Then you should get under cover and stay there. Don't argue with me, please. Go back home right now."

"What about you?"

He stood motionless, considering his reply. _I'm going to see if lightning will shock all the stupidity out of my system. _Aloud, he said instead, "I...need to walk for a while. Don't worry about me."

Very softly, so softly a normal human wouldn't have heard her, she replied, "I _always_ worry about you."

"That's not your job, Penny." He sighed. He still couldn't look at her. "That's never been your job, and I'm sorry I made you feel you had to do it."

Thunder grumbled, and this time Gadget was aware of the electricity crackling nearby. "The storm's getting worse," Penny pointed out.

"Then go. Please." He raised his head, giving her what he hoped was a stern enough look. Life had been so much easier when she'd at least _pretended_ to obey him.

"All right," she said, but she didn't go. She wiped her hair back from her eyes, and looked into his before he could turn away. She appeared as confused and miserable as he felt, which only increased his guilt.

He forced strength into his voice only with effort. "Penny, for once, please do exactly as I say and go back to the house. It's not safe out here."

To his surprise, she threw it right back at him again. "For once, why don't _you_ go where it's safe instead of putting yourself in even more danger?"

"Because it's my job to keep _you_ out of harm's way, not the other way around!"

"Could've fooled me! That hasn't been the case for as long as _I_ can remember!"

Sharply, he asked, "What are you talking about?"

Brain groaned, tugging at Penny's raincoat, but she ignored him. "Uncle Gadget, Brain and I..." She stopped, swallowed, and suddenly looked too nervous to continue.

His first impulse was to yell at her. He curbed it, studying her face. She'd become a beautiful young woman, but right now, drenched despite the umbrella and the hood of her coat, her blue eyes filled with doubt, all he saw was the child he'd raised. He sighed. "I already know, Penny."

Worry turned to shock. Even Brain's ears perked in surprise. "You..."

"I've known for a couple of years, but it goes back much further, doesn't it?" he asked softly. Dumbly, she nodded. Gadget looked up at the black sky, seeing another bolt crackle less than a mile away. "You don't need to watch after me anymore. I'm sorry you ever had to. Sometimes I wonder if that was what the people backing the Chief wanted all along...but this isn't the time to discuss it. Or the location."

Penny was still shocked, shaking her head and trying to come up with coherent words. Taking another deep breath, he straightened his back and started to retract the umbrella, hoping the deluge hitting her at full strength would encourage her retreat. "We'll talk about this later. I need you to go back to—"

"Uncle Gadget!" she screamed. Brain shoved her aside. The bolt screeched through Gadget, stiffening muscles and metal alike, fire in his brain.


	6. Chapter 6

Penny shut the door behind the last of the technicians, relieved at the silence filling the house. It had taken some fast talking to convince them that her cybernetic uncle didn't need to be taken in for damage assessment. After all, he'd survived long falls, toppling buildings, explosions, and every deadly trap Dr Claw had ever lured him into. They'd run tests on Gadget's heart and his brainwaves and decided he'd be fine, packed up their equipment and left finally, with the smell of ozone still lingering over the bed upstairs. Penny turned to the exhausted dog beside her. "Thanks, Brain." He whuffed tiredly. If it hadn't been for Brain's help, she'd never have been able to drag her uncle back to the house, afraid all the way that lightning would strike him again. The rollerskates sticking out of his shoes had helped, but he was still ridiculously _heavy._

She looked at the clock in the kitchen. Two-twenty-one a.m., and she was chilled and bone-weary. She brushed her hair out of her face; it had dried plastered to her skin. Brain yawned, then whuffed at her again, tilting his head sideways. "I don't know. Maybe...maybe he won't remember," she sighed. Brain shook his head, growling. Penny shrugged. "I don't know! If he's been just going along with everything for the past two years..." She thought of some of the more dangerous situations she'd been in during that time. _What about the Matterhorn event? While I was trying to get out of the reaction chamber before radiation poured in, what was __**he**__ up to?_ Brain had lost track of Gadget for a few minutes; they'd both assumed the Inspector had been blundering through the nuclear power plant with his usual clueless aplomb. Penny had tried her watch-laser on the chamber lock over and over until finally it released and she escaped... _But what if...what if that wasn't my doing? If he __**knew**__ I was there, and he knew I was in trouble..._ There was no doubt in her mind what her uncle's reaction would have been. _I just assumed he never knew. What if he did...and didn't want me to know that he'd figured it out?_

She rubbed a hand over her face. "I can't think tonight, Brain. I'm wiped out." He grumbled agreement. "Get some sleep. We'll...we'll deal with all this in the morning." She paused. "If we even have to. With any luck, that bolt fried more of..." She stopped, feeling guilty. Brain cocked his ears at her, scowling. She shook her head. _"No,_ of course I don't mean that! I just...Brain, I don't know _what_ to think anymore. I wish _none_ of this had happened."

He gave a single barking laugh: _No kidding._ Penny waved him toward the living room. "You're still shivering. Why don't you stoke up the fire and sleep there tonight?" The dog nodded, then gestured at her, a question. She looked up the staircase. "I'm going to check on him again, and then I'm going to bed. This whole night seems like a bad dream."

Brain licked her hand. She scratched behind his ears. He padded out to the living room, and she heard the quiet clinking of andirons as he set more logs on the glowing coals. Penny gathered her courage, sending it into her feet, making them begin climbing the creaky wooden stairs in the back of the house. At the second floor she stopped, listening. Thunder rolled outside, but so far they hadn't lost power. The rain seemed to have slacked off some, at least. She crept on tiptoe into her uncle's bedroom.

His hat hanging on the bedpost blocked the warm rays from the bedside lamp, casting his face into stark shadows. She'd tugged his soaked trenchcoat off, and the technicians had removed the rest of his clothing to run diagnostics...everything except those silly heart-print boxer shorts he'd always favored. Penny studied him a moment, the thought striking her that it was the first time she'd _ever_ seen him without his trademark fedora on. He wore that stupid hat _everywhere, _even in the shower_._ Seeing his black hair spill over the pillow without it made him seem utterly naked. She approached the bed, watching the gentle rise and fall of his chest. She wondered if he was cold; the gleaming metal and thick, dark coils of electrical circuitry visible below his sternum certainly didn't look warm at all. She tugged the sheet and blankets up to cover him. He sighed in his sleep, nestling his face sideways into the pillow, and Penny froze, but he didn't waken.

She couldn't stay on her feet; her knees trembled with the strain of having dragged two hundred and fifty pounds of metal up the stairs, although Brain had pushed from below to help. It had felt imperative, though, to get him somewhere safe, somewhere warm. The techs had shown up on the heels of Chief Quimby, right after Penny and Brain had dumped her uncle into his bed, his shallow breathing the only evidence of his continuing life. The burns on his feet had made her suck in a breath, and his Gadget Brella would need complete replacement. He hadn't regained consciousness the whole time the lab boys fussed over him. Penny had wanted to watch, had needed to make sure he would be all right, but Quimby hustled her into the hallway to question her.

"Of course we monitor your uncle," the Chief had told her, frowning. He'd pulled out his pipe and sucked on it without lighting it. "We received a signal that he'd suffered a massive power surge, and we need to look him over. Nothing to worry about, Penny."

There was one _hell_ of a lot to worry about, but she'd held her tongue. When the technicians had asked Quimby whether to bring the downed cyborg back to the lab for a more thorough exam, Penny had forced a laugh. "Don't be silly! This kind of thing happens to him all the time! You know my Uncle Gadget, always walking headfirst into trouble. I'll be home all weekend, and I'll keep an eye on him. If anything weird happens I can always call you, right?"

The Chief eyed her a moment, his expression unreadable. Finally he nodded. "Pack it up, boys, we're done here." He frowned up at the girl who'd grown taller than him by several inches. "You sure you can handle him?"

She'd clasped her hands behind her back, doing her best innocent simper. "Of course. Besides, who knows what's normal for him and what's not better than me?"

"True enough," Quimby agreed. "Take care, Penny. This may sound bad, given the circumstances, but happy Thanksgiving anyway." She'd been more than happy to see their backs going out the kitchen door into the rain.

Her uncle's words at the dinner table rang through her head: _Everything changes. We never really grow and learn until we're forced to change our approach. _Penny sank down onto the edge of the bed, gazing at the man she thought she'd known completely. Apparently, she'd been completely wrong. She wasn't accustomed to this feeling, this sick sinking coldness that spread through her chest. _Is this how __**he**__ felt, when he found out I'd been solving his cases all along?_

Either her weight on the mattress, or the soft gulp she tried to stifle, stirred him. Gadget's eyes fluttered open, and after a few blinks (she heard his vision calibrators whirring) he focused on her. "Penny?" His voice was barely a croak.

She grabbed the carafe of filtered water he always kept by the bed, and poured a glass, but he shook his head weakly when she offered it. "Are they...are they gone?"

Relieved, she took his hand and squeezed it. She could feel the servos in his metal fingers jamming a bit before he was able to curl them around hers, the hardness of them noticeable even under the soft gloves. "Yes, Uncle. How are you feeling?"

"I'm fine," he replied, same as always, but then grimaced. "No...actually, _everything_ hurts." Penny's eyes watered again, but she appreciated him telling her the truth, for once. He frowned. "How did you explain this to the Chief?"

She choked out a laugh, and wiped her eyes hurriedly. "I told him you'd insisted on going door-to-door to warn everyone that a powerful storm was in the area."

Gadget blinked at her. "And he bought it?"

"Yes."

A low chuckle emerged from his throat. "That's my girl." He watched her a moment, while she tried to control the relieved tears still streaming down her cheeks.

A hand lifted out of the mass of black waves atop his head, offering her a handkerchief. She accepted it and wiped her eyes, then stopped and stared. _He's not wearing his hat. That means..._

Seeing the look in her eyes, Gadget drew back. He glanced up, and the Gadget Hand lifted his fedora off the bedpost and settled it atop his head, nestling under it. Penny had never questioned the gadgets which came from his hat, never really thought about it... _Oh my God. None of that's actually in his hat, is it? _On the heels of that: _how did they make room for any of that in his __**head?**_

"The Copter stores down my spine," he muttered, not meeting her stare. "I don't really know about the rest of it. I've never asked."

Penny swallowed, and squeezed his hand again. "It doesn't matter. I'm just glad you're okay." He didn't respond. Carefully, she asked, "Do you...do you remember what today is, Uncle Gadget?"

"I remember the entire day, Penny." His eyes were fearful, shaded and dark. "Though perhaps it would be better if we both tried to forget it."

"I can't."

He looked up at her then, searching her face. She'd never seen so much confusion in his eyes, not in a thousand solved cases where the Chief had clapped his shoulder and proclaimed him a hero, a genius, a great detective, with Gadget having no idea what had just happened. "I can't either."

She sat there, troubled, holding his hand. They studied one another, both wary. Penny braced herself, and asked, "So...what now?"

He let out a long sigh. "I think now...you should look into transferring to one of those schools you _really_ wanted to go to. Something on the East Coast, maybe."

Before he was halfway through, Penny was shaking her head. "No. I'm not going away. Not now."

"Penny..."

"_No, _Uncle." She matched his frown with a stern look of her own. A new idea occurred to her. "How's it going to look to M.A.D. if you start solving cases on your own? All this time, Dr Claw has probably assumed you were..." She hesitated, trying to come up with a term which wouldn't insult him.

Gadget quirked a lopsided smile. "Incompetent?"

"I was going to say...overly focused."

He laughed at that. "Penny, you don't have to protect me from myself anymore. Believe me..." His gaze turned deadly serious. "I'm very angry that you ever did. I have suspicions about what's really been my purpose all these years, and if I'm right, you were put into an untenable situation, _far_ too young and _without_ consent."

She thought about that. The shift in perspective was frightening. "You think we've both been used?"

"That's putting it mildly." His glare was intimidating; she had to remind herself it wasn't directed at her. "If I discover that is indeed the case, I'm going to call _someone_ to account. I have no choice in the matter, never did, but _you..._to trick a little girl into going into the situations you did, willingly, just because you thought you had to look after _me..." _He looked grief-stricken. "And for years, for _years,_ I didn't even _know!_ All those times I thought you were home, safe, with Brain guarding you..."

She touched his face, stroked his cheek. She couldn't tell if that was his original skin still or not. It didn't matter. "But we survived, didn't we? All of us. And I knew..." She forced down the tremor in her voice before she could go on. "I knew, whatever happened, that if you found out I was in danger, you'd tear down hell itself to get to me."

He struggled to sit up, shaking off her hand on his shoulder when she tried to help. "That's the whole _problem,_ Penny! I _didn't_ know! It wasn't until that case with the suntan-lotion factory, in Brazil – remember that one? – that I became aware enough of my surroundings to even catch a glimpse of you!" Penny stared at him, stricken. She'd thought she'd been so careful never to be caught! "Even then I wasn't sure. I had to go back through all my video logs..."

Her mouth fell open. She shut it, stammering, "You...you _recorded_ everything?"

"Of course! It's been a lot easier since I changed over to digitized files, but yes; I have logs of every single case. And what I saw when I went back and really _looked_ at them scared the hell out of me." She had trouble meeting those fierce eyes. His hand touched her chin, turning her face back toward him, and his gaze softened. "Not in every one, but certainly more often than not, I'd see a flicker of blonde hair around a doorway...or a M.A.D. agent with suspiciously long furry ears." Penny blushed. "Now, Brain I could forgive; he was specially bred to be hyperintelligent, the perfect companion for a cybernetic detective. One of these days I'll think up something grand to repay him for years of chasing after me so loyally." Penny nodded. "But when I understood that an eleven-year-old girl was following me on dangerous assignments, and I started to put all the pieces together, all those cases I wasn't even sure _how_ I'd solved suddenly made a lot more sense. And no sense at all. All those times you called the Chief for me...didn't he ever wonder why you were there? Did he _know_ you were tagging along? Was any of that _planned?"_

"Uncle Gadget...I'm sure that's not true..." But doubt slithered through her mind.

"You're the real detective, Penny," he said grimly. "I'm just the decoy."

"That's not true!" she protested. "You're _very_ brave; you always charge right in, no matter how dangerous a place is..."

"Hardly sound strategy."

Confused by this new, self-doubting, dryly _lucid_ version of her trusted uncle, Penny cast about desperately for something to say which would solve everything, make things right again, make things _safe_ and _normal. _"I've seen your gadgets knock out bad guys, or tie them up, or expose their plans –"

"Which I've begun to think wasn't accidental, even though I was jaw-droppingly oblivious to all of it at the time." He slumped against the headboard. "Penny, I'm wondering if I was programmed to be an idiot just so you would feel the need to jump in and save me, and in doing so, be the real force behind my success...while I took all the credit."

Overwhelmed, she shook her head fiercely, and clasped his hand tighter. "But I never cared about that! I just wanted you safe! And you're _not_ an idiot!" She tried to laugh, though it came out sounding gargled. "This is the most intelligent, insightful, and thoughtful I've ever seen you!" Too late, she winced.

His whole face appeared mournful, despite the slight curl of his lip. "I'm sorry," she mumbled.

His free hand reached up; she didn't move. Tenderly, he stroked her matted hair back from her forehead. "No. I _have_ been an idiot. Wowsers, have I ever... All I can say is that I'm very, very sorry. For everything. I'm sorry it's taken me so long to realize so many truths."

His glove was soft against her skin. His eyes begged her for forgiveness. Shocked, she thought, _He's not even upset that he didn't really solve his cases. He's more upset that __**I **__was in the middle of all of it. His reputation matters __**less**__ to him than me. _Sometimes before, she'd wondered if those two things were on equal footing in his esteem; some days, she'd felt like he cared more about what people thought of the Famous Inspector Gadget. But then other times, he'd been the epitome of caring, attentively nursing her through chicken pox and strep throat, even telling Chief Quimby that Dr Claw would just have to _wait_ until his niece was better...and he'd sounded so angry that the Chief had backed off. When the kids at school teased her, calling her a nerd and a geek, Uncle Gadget had first soothed her feelings, praising her studious nature, reeling off stories of neglected geniuses throughout history. Even though she'd known he'd garbled a lot of his facts, he meant well, and she'd felt a little cheered. The capper was when he'd shown up for parents' day at school, and deliberately singled out the two worst of her tormentors to help him "demonstrate" the Gadget Net and the Gadget Super-slingshot. _His gadgets didn't even malfunction. I bet Sara __**still**__ has nightmares about that._ After he'd complacently rescued Sara and Heather from their precarious dangle off the county courthouse spire, he'd made a few casual remarks about how brains like his niece's had designed his gadgets, and how the smartest people were the ones who would eventually change the world. No one at that school had ever mocked Penny again.

_And for the past five or six years, he's suspected we weren't related at all...and he still defended me, cared for me, did his best. _Suffused with unfamiliar respect, she touched his glove on her face, sliding it down, feeling him relax his palm, allowing her to guide him, his stare uncertain. She nuzzled her cheek into that soft glove. "I love you, Uncle Gadget," she whispered.

"I love you, Penny."

Slowly, she leaned forward. Gadget watched her, tense, still. When she was close enough to feel his breath on her cheek, he murmured doubtfully, "Penny..."

She didn't allow herself to think, to doubt, to question. She touched her lips to his. They were surprisingly soft. She'd kissed boys before, not often but enough to know how awkward they usually were. She opened her mouth slightly, the tip of her tongue tasting his closed lips. At first he didn't respond, didn't move, and fear welled up. _Oh God. He doesn't want this. What am I __**doing?**_ She started to pull away, but then his arms slid around her, and with a sigh and a shudder, he gently opened his mouth, encouraged her to slip her tongue inside. He still tasted metallic, but that was all right. That was good. Slowly, he returned her kiss, sucked on her lower lip, then plunged through her hesitation and tasted her. Penny nearly swooned, her earlier exhaustion merging with the dizziness his kiss produced. She felt him leaning forward, pushing back the covers, taking her left thigh and gently lifting so that she ended up straddling him. She gasped, feeling him harden. He pulled back, serious gray eyes locked with hers.

"Are you sure, Penny?" he asked. "Are you sure you want this?"

She didn't know how to respond. Part of her felt overheated suddenly, eager and breathless and yet very, very frightened. _Do I? Will this hurt? What does this make us? Is this wrong?_ Seeing her confusion, Gadget moved her off of his lap. She curled on her knees beside him. "Penny...you don't have to do this. _We_ don't have to do this. We can go back to being uncle and niece. I'm happy with that," he said softly.

She shook her head, her hair shifting over her face. "No. No, we can't, and you know it." She'd never thought of herself as a prude, but she'd never ventured farther than this, even though one boy her senior year, her inventor friend Wally, had certainly wanted to. She liked Wally, enjoyed his company, but she'd felt distant when he'd tried to caress her...it never felt _right._ She knew this _shouldn't_ feel right...but looking at him, her melancholy uncle with his long face and cyborg body and a mind much, much sharper than she'd ever guessed... Suddenly, she couldn't imagine being with anyone _but _him in this way. She took a bolstering breath. "Will you...will you show me?"

"Show you...?"

"You. I...I want to see you." She forced herself to meet his stare. "Like...like that night."

She saw his throat swallow nothing. _Swallowing his own fear? Is he afraid too?_ That thought brought courage. Her voice more firm, she said, "Let me see all of you."

His voice sounded hoarse. "Lock the door."

She rose and crossed to the door on feet which felt numb, locked the knob, and returned to kneel on the edge of the bed. She held her breath, waiting. He looked into her eyes again, needing confirmation; she straightened her back, showing him she was ready, she was brave. Slowly, Gadget wriggled his boxers down. His erection sprang up, freed. He kicked the shorts off and lay still, back propped against the headboard, giving her an uneasy glance. Penny stared at his rising flesh, seeing blood pulsing along the length as well as softly glowing scribbles of wiring just below the dark pink skin. Hesitantly, she reached toward him, drew back, gathered her courage and tried again. Gadget didn't move, his fingers spread on the sheet. He was breathing fast; she could hear gears clunking faintly in his chest.

When her fingertips brushed the underside of his cock, he groaned softly. She looked at his face, saw him waiting, his expression one of nervousness. Biting her lip, she stroked down, feeling the velvety texture of the skin where it tightened over his balls. She noticed the wires pulsed in time with his heartbeat, glowing brighter and fading again and again. Even in this aspect, he was part cybernetic. Fascinated, she stroked again, upward this time, and Gadget shifted his hips, sighing deeply. _"Ohhh, _Penny..."

Such a strange contrast! Velvet and steel, flesh and wiring. Her eyes traveled up his body, taking in the patchwork of plating over his stomach, the heaving ribs, the thin line where his neck could extend. His body contained gears hidden by pliant skin, a human heart echoed by mechanical pumps, blood and oil circulating alongside sensitive wiring and reinforced bones. She well knew how incredibly strong he was physically...but right now, he looked completely vulnerable. She leaned forward, and he met her eagerly in a kiss, though he didn't move his hands from the bed, letting her take the lead...making her feel in control. Safe.

_No matter what, he will keep me safe,_ she thought. _And I'll do the same for him._

"What do you...what should I do, Uncle Gadget?" she asked.

He gave a choked laugh. "If you're going to do this, don't call me Uncle. That's a good start!"

She giggled nervously. Shifting her knees closer, she looked down at his engorged erection, watching the wires pulse. "Is that...I mean, can you...can you feel everything?"

"Yes," he whispered. His skin there was so soft; she wondered how it would feel to nuzzle it. When she bent her head and brushed her cheek up his length, he groaned again. His fingers dug into the mattress. His scent was stronger there; she had a whiff of ozone, and wondered what marvel of circuits he'd been given to experience this again. Curious, she kissed the underside of it, and he jumped. Apparently that sort of thing _did_ feel as nice as she'd read about. She caressed the tightening sac below his cock, taking the weight in her palm, then licking that soft skin right at the base. Gadget grabbed the bed so fiercely she thought he'd tear holes in it. _"Penny!" _he moaned, eyes tightly shut.

No amount of research had prepared her for the lovely feel of him in her hand, smooth and warm and tense. She worried, though, that this might be too much stimulation for him to take, and reluctantly withdrew. He gulped, gasped, opened dazed eyes. When he reached for her, she caught her breath, reminding herself, _safe. I'm safe with him. He'd never hurt me._ She had serious doubts that he would fit inside her, but she was willing to go slowly and yield to him. His hand brushed her hair off her shoulder, then gently caressed her neck, up her jaw, her cheek. Impulsively she kissed his palm, unsure whether he'd feel it. "So lovely," he sighed. "Wowsers, Penny...you have grown into such an _amazing_ young woman."

"I want to...to learn," she said, words for once avoiding her, making her feel clumsy and foolish. "Will you...will you show me? I haven't...I mean, I've read..." She blushed.

Gadget's smile was gentle. "How far do you want this to go?"

"I want..." She felt her breath hitch, but pushed the words out. "I want you to make love to me...Inspector." It seemed odd _not_ to call him Uncle, but she could see how that would make him feel strange.

"My sweet Penny," he murmured, gathering her in his arms and gently pulling her onto his lap again. He made a low rumble deep in his chest as her bottom rubbed against his cock. She allowed him to slowly peel her shirt off, but when the cool air washed her breasts, she shivered and tucked her arms against her satin bra. Gadget leaned into her cleavage, taking deep breaths through his nose as though her scent was something wondrous. She squeaked involuntarily when he kissed the top of one breast. He glanced up into her eyes, looking hesitant again. Trying to reassure them both, she touched his hair, then slid her fingers fully into those thick locks above his ears. His lips placed soft kisses all across her bosom, from the delicate hollow of her collarbone down to the edge of the bra, and she felt one hand slide down her back, following the curve of her hip, resting at last on her thigh. Her entire body shivered and tingled; she could feel the current running through him, pulsing through her jeans. She raised his head in both of her hands, barely noticing that he extended it upward to oblige her, and kissed him again, letting her fear dissolve in his mouth. His tongue thrust between her lips, and she met him with her own, feeling a tiny jolt of power as they did. She started to work her fingers up under his hat, then stopped. _He doesn't like to take that off, _she realized, _because it's like exposing himself..._

Gadget went completely still for an instant. His lips released hers, and his eyes held fear and sadness. Penny was about to apologize, when he reached up one hand, moved the fedora a quarter-turn to his left, and lifted it off his head. They sat there, each looking uncertainly at the other. Penny slowly threaded her fingers up through his hair, and tentatively touched the crown of his head. He shivered. "Does...does that hurt?" she asked.

He gave a slight shake of his head. Amazed at what she understood was a deep level of trust for him, she stroked through his hair. The thick, curling waves of it felt soft and sleek. Just beneath it, her fingers brushed a tiny crack. She traced the edge of it, feeling the circumference of the access panel they'd cut into his skull. Gadget shuddered, but held onto her, eyes closed. _No wonder he never takes his hat off. People would think he was a freak if they saw things coming right out of his head. _To her, it wasn't freakish. This was how he'd always been...simply just part of him. Her Uncle Gadget. She kept stroking one hand through his hair, working her fingers along to the curling ends, then returning to the top. He cracked his eyes open, looking worriedly at her. Penny relaxed. She kissed him again, and he responded passionately, pulling her tight against him. She could feel his heart, feel the hum and whir of his bioelectric systems through his chest and through her flesh, pressed close. His body was warm and thrummed with life.

Suddenly Penny decided she was going to enjoy this, and fear dissolved.

His fingers fumbled with her bra clasp; he brought out his Gadget Hand to aid in unhooking it finally, never taking his mouth from hers. When she slid the straps down her arms, freeing her breasts, she heard him take a sharp intake of breath – and before she could feel self-conscious or nervous at being half-naked, his tongue fastened over her right nipple. _"Oh!"_ she cried, heat and pleasure shooting through her. He licked and suckled until she strained upward, legs taut, both hands clutching his hair. His tongue was so astoundingly heated, and the faint buzz of electricity it conveyed stimulated a similar heat in her, traveling from her nipple down to her center. He held her steady, and with the Gadget Hand tickled and teased her other nipple. Penny jumped and shivered, moaning wordlessly. When he switched the attentions of his tongue to the other breast, the nimble fingers of his cybernetic hand gently pinched and rubbed the sensitive, wet nub he'd raised. "Ohhh..." She had to bite her tongue before she moaned the word _uncle._

She felt him tugging at the button of her jeans, and she started to bring one hand down to assist him, but the Gadget hand replaced her fingers on either side of his head, then dipped low to help him ease her jeans over her hips. Penny was panting now, heat washing through her entire body, throbbing in time with his surges of current. She jumped when she felt him adjust his hips so that his flesh rubbed along the soft curves of her buttocks. He groaned low, and returned his mouth to hers, kissing her hungrily, sucking her tongue. Penny still wasn't sure how this was going to work, but she lifted off of him enough to wriggle one leg and then the other out of her jeans and cast them aside. She stopped briefly, surprised at the realization that both of them were now completely nude.

_Oh my God. I am naked, in bed with my uncle. Except he's not my uncle. He's...he's... _She stared at him, breathless, awed. _He's my lover. The man I love, who loves me. Who always has loved me._

Gadget was breathing hard as well, hair mussed, his hands holding her waist firmly. "Second thoughts?" he panted.

She shook her head, and met his lips with hers again.

She moved her hips slowly up and down, liking the feel of him twitching as she slid her skin along his length. She'd never dreamed sex could be so...empowering. She wiggled her bare bottom against him, and he groaned loudly, breaking free of her mouth, his head falling back in utter tortured bliss. Penny couldn't help but giggle. The sound drew his eyes open again, wide and then narrowing as a smile spread across his face. "Oh, has my girl found a toy she likes?" he growled.

She'd never heard him use that tone before; it sent a delicious shiver up her spine. "Yes," she whispered. She teased him again, feeling him pulse and jerk. His hands tightened on her waist, holding her still.

"Two can play this game," he muttered. "Go go Gadget Fingers!"

She didn't get a chance to ask what that particular gadget did; a buzzing sound came from the fingers of his extended Gadget Hand, and he plunged it between her thighs. Penny shrieked and jumped, but he wouldn't let her dislodge herself. He resumed his sweet attack on her nipples with his mouth, swirling his tongue over one, then the other, as those humming fingers began plying her, stroking her, worming their way into her suddenly moist entrance. His thumb pressed against the tiny pearl there, the fingers reached inside and gently rubbed, and Penny cried out and strained and bucked uncontrollably. No book, no picture, no amount of second-hand research could _ever_ do this justice! Tears streaked down her face, she couldn't stop gasping and letting loose tiny shrieks that built, and built, and _built_ in volume until Gadget released her nipple and covered her mouth with his, kissing her, muffling her scream of joy as his fingers danced inside her.

"I need you, Penny," he muttered, withdrawing his fingers just enough to let her catch her breath. "I need you more than I ever have."

She stroked her hands through his hair, loving everything about him at that moment. Heat radiated off him like the sun, and stray locks were beginning to cling to his forehead with perspiration. His cock pressing against her felt like a steel spring ready to come unbound. His eyes, his anxious expression, spoke clearly to her: _I love you. I need you. Stay with me. Be mine._

"I'm not leaving you," she whispered, cupping his long cheek in her palm, stroking his strong jawline. _Determined, lonely, perfect Uncle Gadget._

He kissed her again, this time slowly, lingering. His hands lifted her hips. She took a quick breath, feeling the tip of his cock tickling her entrance. But he paused, holding her suspended above him, unwilling to hurt her. Penny's eyes met his, and she knew what she had to do.

She reached down, her fingers jerking back nervously when she felt his cock respond to her touch; then she took firm hold of him and guided him. His shoulders tensed, and he let out a groan: _"Aahhhh!"_ Shutting her eyes tight and bracing herself mentally, Penny thrust her hips down onto him.

A sharp pain made her gasp, and tears sprang to her eyes again. His arms clasped her tightly, his breath came hot against her neck. "I'm sorry, I'm so sorry," he whispered. Penny took a deep breath, her arms going around his shoulders, holding him tight.

"Wh-what do I do?" she asked, hearing her own voice low and choked with pain.

"Nothing," he murmured into her ear. "Shhh. I'm sorry, Penny. I don't want to hurt you."

She blinked tears away. "I'm f-fine...just...just show me what to do..."

She felt his hands guiding her hips, slowly pulling her down as he pushed upward into her. "Oh," Penny gulped, but gradually the pain faded. He kissed her mouth, her nose, her cheeks; she responded in kind, leaving soft prints of her lips all down his nose, lingering on his mouth again. Though he was tight inside her, she could feel her body warming there, could feel a growing pleasure as he slowly slid deeper inside and began a slow rhythm, undemanding, allowing her to adjust their pace. She pressed herself down on him, surprised at the feel of his entire thick length within her. Those vibrating fingers brushed the inside of her thigh, and she gasped, feeling him twitch inside her. She giggled. Gadget smiled at her, and tickled that incredibly sensitive spot just above their joining. _"Ohh!" _she cried, pulling upward, eliciting a similar cry from him. Without thought, she began to increase their pace, feeling him respond in kind.

"So beautiful," Gadget panted, driving his hips up, his gloved hands spread on her thighs now, holding her firmly when she bounced and bucked atop him. His cybernetic fingers didn't stop their relentless buzzing, wiggling tiny circles of absolute madness between her legs. Penny was beyond speech, beyond thought, deliriously riding him; all that kept resounding in her head was _mine, mine, mine..._ Gadget grunted, driving into her, pulling her down hard every time she bounced. "Oh Penny – oh my girl – _ohh –wowserrrss!" _he shouted, his head jerking back, and she felt his cock jump within her at the same instant those humming fingers pressed hard against her, a delicious shock coursing up her body.

Penny screamed, her whole frame twisting, thrashing. Heat poured into her; thrumming current raced up her spine. She gulped for air, felt him shaking with release, felt a black wave soaring up to crash down over her, and went under.


	7. Chapter 7

The growling at the bedroom door brought Gadget to his senses. Penny slumped atop him, her arms loosely around his chest, her face beatific. He didn't have a chance to enjoy the magnificent sight of her; the doorknob rattled, and then a sharp bark resounded in the hallway. _Dammit...Brain! Oh no. _How could he ever explain himself to the dog? Brain had as much sense as any human, probably more than most people, and he was aggressively loyal toward Penny. Gadget looked from the door to the young woman in his arms, her blonde hair flowing over her naked back like a stream of honey.

"Just a minute, Brain!" Gadget said as loudly as he dared. Trying not to disturb Penny, he eased her aside and pulled the covers up to her neck. The doorknob continued to shake, and a fierce growling came from the other side. Worried that on top of everything else tonight, he'd have to fend off an angry dog, Gadget stumbled from the bed and found his bathrobe. He'd scarcely belted it before the knob-shaking turned to outright pounding on the door. "Brain, quiet! Just a minute!" Gadget called, and glanced back at the bed, hoping Penny wouldn't be startled awake. He was still unsteady from the lightning strike; his foot caught the edge of the rug, and he sprawled painfully on the floor inches from the door. "Oof!" _Ow._ Wincing, he looked under the door, and saw baleful canine eyes glaring back at him. "Hold your horses," Gadget muttered. "Go go Gadget Arm." By extending one arm to the doorknob and hanging onto it to lever himself up, he was able to regain his footing, if not his dignity. He braced himself for a possible confrontation and unlocked the door.

Brain came in, nose high, sniffing suspiciously. Gadget stood still, uncomfortable in nothing but his robe. Brain's sharp gaze flicked from the bed, where lovely blonde tresses were visible above the blankets, to Gadget's own wildly disarrayed hair. The dog's eyes widened, and he sniffed more, then shifted into a crouch, growling at Gadget.

"Down, boy," Gadget muttered. "Everything's fine." He wasn't certain of that himself.

Brain approached the bed cautiously, still throwing glares over his shoulder at Gadget every few steps. Gadget followed, going to the other side of the bed, looking down in worry. Brain whined, nudging at Penny's shoulder. She sighed, and moved her head on the pillow. Brain sniffed more, shot a look at Gadget which could've been murderous if he had laser eyes to go with his enhanced brain, and patted Penny's arm with one paw. Gadget knew his face was scarlet, but he knelt at the side of the bed, anxious to see her reaction as she came to.

Penny raised her head weakly. "Uncle...?" She squinted at him, then at the dog. "Brain?"

"Are you all right?" Gadget asked. He'd cringed inside at her use of his family title. _This wasn't incest! We're not related at all! _However, Brain's angry reaction brought him firmly down from the haze of bliss he'd lain in minutes ago. _You still raised her, for God's sake. You were the closest thing to a parent she had since she was a tiny girl! How could you allow this!_

"I'm...I'm okay," Penny said, her voice faint. Her own expression changed to one more pensive as she looked at Gadget. She rolled halfway over to touch the dog's furry head. "I'm okay, Brain. Relax."

He growled a question at her, and she shook her head. "No. Everything's _fine._ Go lay down." Brain persisted, whuffing as he looked from her to Gadget. "Not now, Brain, please? Not now. We'll...we'll talk in the morning. Please go back to bed."

Brain clearly wasn't sure all _was_ well, but he reluctantly left the room. Gadget crossed to shut the door behind him, then hastened back to the bed and climbed in beside her, wanting to reassure himself she wasn't badly hurt, yet fearful of touching her. "Penny, I'm sorry. I don't...I shouldn't..."

He saw tears starting in her eyes. "You're _sorry?"_ she whispered.

He struggled to force words up his throat. "This is all my fault..."

"Uncle Gadget, please don't say that," she begged. She drew her arms close to her body, hugging herself under the blankets. "Didn't you like...wasn't I good...enough...?"

"Oh, Penny!" Upset, he threw back the covers and gathered her into his embrace. "Of course you...oh, hell. What have I done?"

She cried silently, the tears trickling down his chest. Gadget held her, stroked her hair, tried to soothe her as he used to be able to, when she was a scared little girl. She sniffled, and her voice came out thickly. "I _love_ you, Uncle."

"And I love _you,_ Penny. More than anything." He kissed her forehead. She pulled back, her eyes searching his, and then hesitantly offered her lips. Overwhelmed, he kissed her, softly at first, then deeply, intensely, putting all his fear and grief and longing into it. She hugged him tight. When he sensed she needed to breathe, he released her lips. She snuggled against his chest, her arms wrapped around his back as though she were afraid he'd disappear.

"Please don't send me away, Uncle Gadget."

Pain stabbed through his chest. "I won't." He had to explain himself, though he knew he could never excuse what he'd just done. He could feel her blood drying on his synthetic skin. "Penny...I love you...but I shouldn't have taken advantage of you. You...your heart is so generous...I know that if you hadn't seen me that night, and felt sorry for me, you never—"

He gulped when her arms gave him a sharp shake. Her sapphire eyes were fierce. "Don't you _dare_ intimate that this was a pity fuck!"

His jaw dropped open. She blushed, but went on, her voice growing stronger: "Uncle Gadget, I have loved you for _years!_ I followed you on your missions because I couldn't bear the thought of anything happening to you, because I couldn't _stand_ the idea that I might _lose_ you...and now..." She heaved a breath that made him all too aware of her bare breasts against his chest, and finished, "Now that I've found the _real_ man behind the trenchcoat, I am _not_ going to let you back out of this just because you feel guilty! Look me in the eye and tell me you don't want this – you don't want _me!"_

Gadget shook his head, eyes wide, stunned. "Penny..."

"Do you love me as much as I love you?" she asked. Her voice broke. "Yes, or no?"

Heat pricked the corners of his eyes. "Yes," he whispered.

She shoved that adorable little nose up at him, her lips meeting his. He melted into her arms, tasting her, his heart soaring on the heat of her lithe body wrapping around his. He couldn't stop the tears, but he held her, kissed her, stroked her hair. He felt himself hardening again, but he didn't want to add to the damage he'd already inflicted within her tonight, so he did his best to focus on what his heart felt rather than the rest of his body.

He moved a leg, trying to diminish the effect she was having on him, and saw her wince. "We should clean up," he suggested gently. Penny nodded. He rose from the bed and helped her to her feet. Seeing her waver a bit, he put one arm around her shoulders and one under her knees and lifted her against his chest. She held onto his neck, and he carried her into the bathroom and placed her very gently in the tub, then ran the water until it was comfortably hot. "Is that all right?"

She nodded again, huddled at the back of the tub. "Close your eyes," he directed softly, and when she did, he turned on the shower. He loaded a scrubbie with the cucumber bath gel he used, and handed it to her, then knelt at the side of the tub and used the extended showerhead to rinse her from the shoulders down. Hesitantly at first, wincing again, she washed herself all over. Gadget's thoughts were grim. He resolved never to cause her pain again, if he could help it. "I'm sorry," he repeated.

Penny shook her head and smiled weakly at him. "I'm not."

He helped her up when she was done and wrapped her in the plushest towel he could find before stepping into the tub himself and washing off. Though he didn't have biological fluids of that sort anymore, the lubricant oil he'd expelled was messy enough. The sight of red streaks running down the drain sobered him more. Penny waited for him, the towel wrapped tight around her shoulders, and the instant he'd dried off, she took his hand and tugged him back to the bedroom. Wordlessly, he followed her lead, climbing under the covers with her and opening his arms so she could rest beside him, on the dry side of the mattress. He was somewhat startled when she chose to lay on top of him instead, the curves of her body fitting provokingly against him. She tucked one thigh over his, resting the other on the bed, and lay her head upon him. He breathed in the scent of her clean body, her honey-floral hair. It proved an effort to quell the stirring between his legs, but he held himself utterly still, reminding himself of the blood and pain she'd suffered tonight.

Penny sighed, snuggling against him. He stroked one hand through her hair, saying nothing. Though the cybernetic hands they'd given him weren't as sensitive as his flesh ones had been once upon a time, they still bore enough sensor pads for temperature and pressure to allow him to feel the softness of the silken strands as they slid between his fingers.

She whispered, "Will you still be my Uncle Gadget?"

Somehow, he couldn't conceive of her calling him anything else, despite the events of this night. He murmured, "I'll be anything you want me to."

Penny sighed again, and kissed the skin of his upper chest, and then kissed one of the metal plates farther down. "Will you be my...my lover, too?"

He closed his eyes, shaken by the responsibility she was offering him. "Only when you want me, Penny."

"I think I...I think maybe I _have_ wanted this, for a while..." He felt her shift unhappily.

Gadget embraced her, a tremor running from his heart to the extremities of all his circuits. "I didn't let myself think about it either."

She was quiet a long while, but he could tell from her breathing pattern she hadn't fallen asleep. "Uncle?"

"Yes, Penny?"

"Can we sleep like this every night?"

He had to figure out where his voice had gone; his throat seemed empty. "I'd like that very much."

"Good," she said.

When she finally drifted off, warm and supple in his arms, he lay awake, listening to the eaves dripping. The storm had moved on. He knew when the sun rose tomorrow, everything would be glistening, sharp and new in the clarity of the cleared air. He thought about how she would appear with the sun shining through his window, lighting up her hair like fire, like pure gold. He held her close, amazed and oddly content, and waited to see what the new world would look like.


End file.
